EGAIN (EGAN) FY2026 10-K Risk Factors: 6 New, 6 Dropped

What the changes say

SaaS subscription reductions, quarter-end order timing, and seasonality now receive greater emphasis.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Strategy
Our SaaS business model is subject to certain risks
Customer nonrenewals or subscription reductions, delayed major orders, quarter-end sales concentration, and seasonality could make SaaS results fluctuate.
NewRisks Related to Our Business and Strategy
customers’ customers and may result in customer termination of our solutions. Our premium disaster recovery service provides for an alternative data center and a return to operations within one business day
Missing support performance standards could let customers terminate agreements and require refunds or compensation for their losses.
NewRisks Related to Our Business and Strategy
third parties. To the extent we need to license third-party technologies, we may be unable to do so on commercially reasonable terms or at all
Unavailable, defective, or more costly third-party software licenses could disrupt eGain’s platform and increase technology costs.
NewRisks Related to Our Business and Strategy
interpretation could increase our potential liability or compliance obligations. Our defense of any of these actions could be costly and involve significant time and attention of our management and other resources
Loss of online-service safe-harbor protections or a breach of eGain systems or vendors could trigger claims, customer departures, and liabilities.
NewRisks Related to Our Business and Strategy
Geopolitical instability, including the military conflict involving Iran and broader escalation in the Middle East, could adversely affect our business, financial condition, and results of operations
Conflict involving Iran and wider Middle East instability could disrupt cloud infrastructure, transportation, energy costs, customer budgets, collections, and operations.
NewRisks Related to Intellectual Property
of our customer agreements require us to indemnify our customers against third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling on such a claim
Intellectual-property litigation could require technology changes, royalties, damages, or customer indemnification and could prevent eGain from offering its service.

Dropped

DroppedRisks Related to Our Business and Strategy
Our business is highly dependent on our ability to continue to expand our SaaS business and cloud operations, including keeping pace with the market transition to SaaS solutions. If customers choose not to renew, or reduce, their subscriptions, our operating results and financial results will suffer
DroppedRisks Related to Our Business and Strategy
Since our potential customers may evaluate our products before, if ever, executing definitive agreements, we may incur substantial expenses and spend significant management and legal effort in connection with a potential customer
DroppedRisks Related to Our Business and Strategy
Any of the above risks could adversely affect our international operations, reduce our revenue from customers outside of the U.S. or increase our operating costs, each of which could adversely affect our business, results of operations, financial condition, and growth prospects
The prior version separately emphasized customer evaluation timing and difficulty predicting quarterly sales.
DroppedRisks Related to Our Business and Strategy
proposed that could prohibit or impose liability for the transmission over the Internet of certain types of information. Our defense of any of these actions could be costly and involve significant time and attention of our management and other resources
DroppedRisks Related to Our Business and Strategy
The costs of compliance with and other burdens imposed by laws, regulations and standards may limit the use and adoption of our service and reduce overall demand for it, or lead to significant fines, penalties or liabilities for any noncompliance
DroppedRisks Related to Our Business and Strategy
to certain customers. If we are unable to achieve or maintain these industry-specific certifications or other requirements or standards relevant to our customers, it could adversely affect our ability to provide our services to certain customers and harm our business
Longer, unpredictable evaluations and complex customer approvals could increase selling costs and delay expected sales.

Reworded

97% rewrittenRisks Related to Our Business and Strategy
We face risks related to pandemic and public health emergencies which could have a material adverse effect on our business, financial condition and results of operations
The discussion now specifies reduced technology spending, slower purchasing, longer sales cycles, pricing pressure, workforce disruption, cybersecurity, and currency risks.
84% rewrittenRisks Related to Our Business and Strategy
We may be subject to legal liability and/or negative publicity for the services provided to consumers through our technology platforms
The risk now stresses limited control over customer-generated content and potential claims or regulatory scrutiny, rather than broader civil or criminal liability.
80% rewrittenRisks Related to Our Business and Strategy
We conduct a significant portion of our business and operations outside of the U.S., which exposes us to additional risks that may not exist in the U.S. These risks in turn could cause our operating results and financial condition to suffer
EMEA revenue decreased from 22% to 21%, while the listed risks remain broadly similar and now mention geopolitical conflicts.
75% rewrittenRisks Related to Our Business and Strategy
Our lengthy sales cycles and the difficulty in predicting timing of sales or delays may impair our operating results
The risk adds evaluation expenses, management and legal effort, complex multi-product needs, and difficulty predicting the sales quarter.
70% rewrittenRisks Related to Our Business and Strategy
Changes in privacy and data protection laws and regulations, including the European Union (such as the GDPR), the United Kingdom, and other jurisdictions in which we operate, could expose us to risks of noncompliance and costs associated with compliance
eGain now relies on EU-U.S., UK, and Swiss Data Privacy Frameworks, which replaced prior mechanisms but remain legally challengeable.
63% rewrittenRisks Related to Our Business and Strategy
Anti-corruption, anti-bribery, and similar laws, and failure to comply with these laws, could subject us to criminal penalties or significant fines and harm our business and reputation
The risk now covers intermediaries, resellers, partners, and private-party bribery exposure across multiple jurisdictions.
63% rewrittenRisks Related to Our Business and Strategy
Because we depend on a relatively small number of customers for a substantial portion of our revenue, the loss of any of these customers or our failure to attract new significant customers could adversely impact our revenue and harm our business
Customer concentration is quantified: the ten largest customers represented 56% of fiscal 2026 revenue and the largest represented 15%.
62% rewrittenRisks Related to Intellectual Property
We are, and may in the future be, subject to claims, lawsuits, and other proceedings in the ordinary course of business, including those involving alleged infringement of third-party patents and other intellectual property rights, and commercial, labor and employment, and other matters
The risk retains intellectual-property litigation exposure and now additionally addresses commercial, labor, employment, and other ordinary-course proceedings.
62% rewrittenRisks Related to Our Business and Strategy
Industry-specific regulation is evolving and unfavorable industry-specific laws, regulations or interpretive positions could limit our ability to provide services and harm our business
54% rewrittenRisks Related to Our Business and Strategy
The market for customer engagement software, including generative AI product offerings, is competitive, and our business will be adversely affected if we are unable to successfully compete
51% rewrittenRisks Related to Our Business and Strategy
Changes to current accounting policies could have a significant effect on our reported financial results or the way in which we conduct our business
50% rewrittenRisks Related to Our Business and Strategy
Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting
50% rewrittenRisks Related to Our Business and Strategy
Privacy concerns and laws, evolving regulation of cloud computing, AI and other domestic or foreign regulations may limit the use, functionality and adoption of our solutions and adversely affect our business
49% rewrittenRisks Related to Our Business and Strategy
Changes in domestic and foreign trade policies, including the imposition of tariffs and retaliatory tariffs, and other factors beyond our control may adversely impact our business, financial condition, and results of operations
45% rewrittenRisks Related to Intellectual Property
Our failure or inability to develop non-infringing technology or license proprietary rights on a timely basis would harm our business
43% rewrittenRisks Related to Our Business and Strategy
We may be unable to respond to the rapid technological change, including advances in artificial intelligence, and changing customer preferences in digital customer engagement, marketing, and service and this may cause our business to suffer
Was: We may be unable to respond to the rapid technological change and changing customer preferences in digital customer engagement, marketing, and service and this may cause our business to suffer
41% rewrittenRisks Related to Our Business and Strategy
Unplanned system interruptions, delays in service or inability to increase capacity, including internationally, at our third-party data center facilities or third-party Platform-as-a-Service (PaaS) providers could impair the use or functionality of our cloud operations and harm our business
40% rewrittenRisks Related to Our Business and Strategy
Our failure to maintain, develop, or expand strategic and third-party distribution channels would impede our revenue growth
39% rewrittenRisks Related to Our Business and Strategy
Issues in the development and use of AI may result in reputational or competitive harm or liability
32% rewrittenRisks Related to Our Business and Strategy
If we are unable to hire and retain key personnel, our business and results of operations would be negatively affected
30% rewrittenRisks Related to Our Business and Strategy
If we fail to expand and improve our sales performance and marketing activities, or retain our sales and marketing personnel, we may be unable to grow our business, which could negatively impact our operating results and financial condition
27% rewrittenRisks Related to Intellectual Property
Our stock price has demonstrated volatility and continued market conditions may cause declines or fluctuations
26% rewrittenRisks Related to Intellectual Property
Our insiders who are significant stockholders have the ability to exercise significant control over matters requiring stockholder approval, including the election of our board of directors, and may have interests that conflict with those of other stockholders
26% rewrittenRisks Related to Our Business and Strategy
We cannot accurately predict subscription renewal rates and the impact these rates may have on our future revenue and operating results
21% rewrittenRisks Related to Our Business and Strategy
Our provision may be insufficient to cover accounts receivable we are unable to collect
21% rewrittenRisks Related to Our Business and Strategy
If we acquire companies or technologies, we may not realize the expected business benefits, the acquisitions could prove difficult to integrate, disrupt our business and adversely affect our operations

All 42 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Strategy

01Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting50% rewritten
02Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future, and because we recognize revenue from subscriptions over a period of time, downturns in revenue may not be immediately reflected in our operating results
03Our SaaS business model is subject to certain risksNew
04We cannot accurately predict subscription renewal rates and the impact these rates may have on our future revenue and operating results26% rewritten
05Our lengthy sales cycles and the difficulty in predicting timing of sales or delays may impair our operating results75% rewritten
06Because we depend on a relatively small number of customers for a substantial portion of our revenue, the loss of any of these customers or our failure to attract new significant customers could adversely impact our revenue and harm our business63% rewritten
07The market for customer engagement software, including generative AI product offerings, is competitive, and our business will be adversely affected if we are unable to successfully compete54% rewritten
08If we fail to expand and improve our sales performance and marketing activities, or retain our sales and marketing personnel, we may be unable to grow our business, which could negatively impact our operating results and financial condition30% rewritten
09Our failure to maintain, develop, or expand strategic and third-party distribution channels would impede our revenue growth40% rewritten
10Difficulties and delays in customers implementing our products could harm our revenue and margins
11We conduct a significant portion of our business and operations outside of the U.S., which exposes us to additional risks that may not exist in the U.S. These risks in turn could cause our operating results and financial condition to suffer80% rewritten
12Unplanned system interruptions, delays in service or inability to increase capacity, including internationally, at our third-party data center facilities or third-party Platform-as-a-Service (PaaS) providers could impair the use or functionality of our cloud operations and harm our business41% rewritten
13customers’ customers and may result in customer termination of our solutions. Our premium disaster recovery service provides for an alternative data center and a return to operations within one business dayNew
14Software errors could be costly and time-consuming for us to correct, and could harm our reputation and impair our ability to sell our solutions
15We have invested, and expect to continue to invest, substantial resources to expand, market, implement, and refine our cloud offerings. If we are unable to increase the volume of our subscription business, we may not be able to achieve sustained profitability
16We depend on broad market acceptance of our applications and of our business model. If our expectations regarding the market for our applications are not met, our business could be seriously harmed
17We may be unable to respond to the rapid technological change, including advances in artificial intelligence, and changing customer preferences in digital customer engagement, marketing, and service and this may cause our business to suffer43% rewritten
18third parties. To the extent we need to license third-party technologies, we may be unable to do so on commercially reasonable terms or at allNew
19Our offshore product development, support and professional services may prove difficult to manage or may not allow us to realize our cost reduction goals, produce effective new solutions and provide professional services to drive growth
20If we are unable to hire and retain key personnel, our business and results of operations would be negatively affected32% rewritten
21We may not be able to realize the benefits of offering the limited, free “Innovation in 30 Days” version of our service
22We may not be able to raise additional capital on acceptable terms, if at all, or without dilution to our stockholders, which could limit our ability to grow our business and expand our operations
23Our provision may be insufficient to cover accounts receivable we are unable to collect21% rewritten
24If we acquire companies or technologies, we may not realize the expected business benefits, the acquisitions could prove difficult to integrate, disrupt our business and adversely affect our operations21% rewritten
25We may be subject to legal liability and/or negative publicity for the services provided to consumers through our technology platforms84% rewritten
26interpretation could increase our potential liability or compliance obligations. Our defense of any of these actions could be costly and involve significant time and attention of our management and other resourcesNew
27Changes in privacy and data protection laws and regulations, including the European Union (such as the GDPR), the United Kingdom, and other jurisdictions in which we operate, could expose us to risks of noncompliance and costs associated with compliance70% rewritten
28Privacy concerns and laws, evolving regulation of cloud computing, AI and other domestic or foreign regulations may limit the use, functionality and adoption of our solutions and adversely affect our business50% rewritten
29Issues in the development and use of AI may result in reputational or competitive harm or liability39% rewritten
30Anti-corruption, anti-bribery, and similar laws, and failure to comply with these laws, could subject us to criminal penalties or significant fines and harm our business and reputation63% rewritten
31Industry-specific regulation is evolving and unfavorable industry-specific laws, regulations or interpretive positions could limit our ability to provide services and harm our business62% rewritten
32We face risks related to pandemic and public health emergencies which could have a material adverse effect on our business, financial condition and results of operations97% rewritten
33Changes to current accounting policies could have a significant effect on our reported financial results or the way in which we conduct our business51% rewritten
34Changes in domestic and foreign trade policies, including the imposition of tariffs and retaliatory tariffs, and other factors beyond our control may adversely impact our business, financial condition, and results of operations49% rewritten
35Geopolitical instability, including the military conflict involving Iran and broader escalation in the Middle East, could adversely affect our business, financial condition, and results of operationsNew

Risks Related to Intellectual Property

36We have been and may in the future be sued by third parties for various claims including alleged infringement of proprietary rights that can be time-consuming, incur substantial costs, and divert the attention of management, which could adversely affect our operations and cash flow
37We are, and may in the future be, subject to claims, lawsuits, and other proceedings in the ordinary course of business, including those involving alleged infringement of third-party patents and other intellectual property rights, and commercial, labor and employment, and other matters62% rewritten
38of our customer agreements require us to indemnify our customers against third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling on such a claimNew
39We rely on trademark, copyright, trade secret laws, contractual restrictions and patent rights to protect our intellectual property and proprietary rights and, if these rights are impaired, then our ability to generate revenue will be harmed
40Our failure or inability to develop non-infringing technology or license proprietary rights on a timely basis would harm our business45% rewritten
41Our stock price has demonstrated volatility and continued market conditions may cause declines or fluctuations27% rewritten
42Our insiders who are significant stockholders have the ability to exercise significant control over matters requiring stockholder approval, including the election of our board of directors, and may have interests that conflict with those of other stockholders26% rewritten

Other EGAIN 10-Ks

FY2025 10-K risk factors
42 risks4 new2 dropped12 reworded
eGain highlights added risks around sales cycles, DMCA/CDA safe harbor uncertainties, industry certifications, and international tariffs.
Filed Sep 12, 2025
FY2024 10-K risk factors
40 risks
This filing reflects no prior year comparison, focusing heavily on SaaS subscription adoption, offshore dependencies in India, and emerging AI integration risks.
Filed Sep 12, 2024

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.