What the changes say
- Sales concentration among three domestic channel partners fell from 41% to 34% of fiscal-year sales.
- Tariff risk now emphasizes customer price increases, weaker demand, and margin pressure.
- AI-related operational, cybersecurity, privacy, intellectual-property, and regulatory risks were added.
- Nu Aire integration and goodwill/intangible-asset risks were removed.
What changed since the prior 10-K
New
- NewRisks Related to Cybersecurity
Our use of new and evolving technologies, such as artificial intelligence (“AI”), could adversely impact our business and financial results
AI tools used by the company and service providers could produce inaccurate outputs, expose data, create cybersecurity issues, or trigger regulatory and legal problems.
- NewLegal and Regulatory Compliance Risks
have a material adverse effect on our tax obligations and effective tax rate. Our income tax obligations could be affected by many factors, including, but not limited to, changes to our corporate operating structure, intercompany arrangements, and tax planning strategies
Changes in tax rules, structures, arrangements, or compliance by employees and partners could materially increase tax obligations, the effective tax rate, or operating costs.
Dropped
- Dropped
We may not be able to realize the benefits anticipated as a result of the Nu Aire acquisition
- Dropped
As of April 30, 2025, our Condensed Consolidated Balance Sheet reflected goodwill of $12.5 million and other intangible assets, net of $17.8 million
Reworded
- 39% rewrittenLegal and Regulatory Compliance Risks
Our global operations are subject to the laws and regulations of numerous domestic and foreign jurisdictions. Failure to comply with such rules may have a material adverse impact on our business and results of operations
No substantive change; the international compliance risk still covers sanctions, exports, anti-corruption, money laundering, customs, licenses, penalties, and business restrictions.
- 34% rewrittenGeneral Risks
The impact of future pandemics could adversely affect our business, results of operations, financial condition, and liquidity
The pandemic risk removes prior COVID-19 reassurance and adds possible disruption to customer support, employee operations, and new response controls.
- 28% rewritten
Goodwill and other acquired intangible assets could become impaired and adversely affect our future operating results
No substantive change; the risk still covers material impairment charges on goodwill and indefinite-lived intangible assets.
Was: We have recorded goodwill and other intangible assets in connection with the Nu Aire business acquisition. Goodwill and other acquired intangible assets could become impaired and adversely affect our future operating results
- 28% rewritten
If we lose a large customer, our sales and profits would decline
The combined sales concentration among three domestic channel partners decreased from approximately 41% in fiscal 2025 to 34% in fiscal 2026.
- 26% rewrittenLegal and Regulatory Compliance Risks
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations
The risk now specifically says tariffs may force higher customer prices, reduce demand, or lower product margins.
All 27 risk factors
Headings as the filing states them, in filing order.
Other
- 01If we lose a large customer, our sales and profits would decline28% rewritten
- 02We rely on the talents and efforts of key management and our Associates. If we are unable to retain or motivate key personnel, hire qualified personnel, or maintain and continue to adapt our corporate culture, we may not be able to grow or operate effectively
- 03We cannot guarantee that our share repurchase program will enhance long-term stockholder value, or that it will successfully mitigate the dilutive effect of employee equity awards
- 04Internal controls over financial reporting may not be effective at preventing or detecting material misstatements
- 05Goodwill and other acquired intangible assets could become impaired and adversely affect our future operating results28% rewritten
Risks Related to Operations
- 06Sales to customers outside the United States or with international operations expose us to risks inherent in international sales
- 07Our future growth may depend on our ability to penetrate new international markets
- 08We face a variety of competition in all of the markets in which we participate. Competitive pricing, including price competition or the introduction of new products, could have material adverse effects on our revenues and profit margins
- 09An increase in the price of raw materials could negatively affect our sales and profits
- 10Events outside our control may affect our operating results
- 11We face numerous manufacturing and supply chain risks. In addition, our reliance upon sole or limited sources of supply for certain materials, components, and services could cause production interruptions, delays and inefficiencies
- 12Changes in the U.S. political or regulatory environment could affect the availability of government funding, which could negatively impact our business
- 13Disruptions in the financial markets have historically created, and may continue to create, uncertainty in economic conditions that may adversely affect our customers and our business
- 14The effects of geopolitical instability may adversely affect us and heighten significant risks and uncertainties for our business, with the ultimate impact dependent on future developments, which are highly uncertain and unpredictable
Risks Related to Cybersecurity
- 15Our business and reputation are impacted by information technology system failures and network disruptions
- 16Future cybersecurity incidents could expose us to liability and damage our reputation and our business
- 17Our use of new and evolving technologies, such as artificial intelligence (“AI”), could adversely impact our business and financial resultsNew
Legal and Regulatory Compliance Risks
- 18Our global operations are subject to the laws and regulations of numerous domestic and foreign jurisdictions. Failure to comply with such rules may have a material adverse impact on our business and results of operations39% rewritten
- 19have a material adverse effect on our tax obligations and effective tax rate. Our income tax obligations could be affected by many factors, including, but not limited to, changes to our corporate operating structure, intercompany arrangements, and tax planning strategiesNew
- 20Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations26% rewritten
- 21Expectations related to environmental, social, and governance ("ESG") considerations could expose us to potential liabilities, increased costs, and reputational harm
General Risks
- 22Our stock price is likely to be volatile and could drop
- 23Our stockholders may experience future dilution as a result of future issuances of our shares of common stock
- 24We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation ("FDIC"), the loss of which would have a severe negative effect on our operations and liquidity
- 25The impact of investor concerns on U.S. or international financial systems could impact our ability to obtain favorable financing terms in the future
- 26The impact of future pandemics could adversely affect our business, results of operations, financial condition, and liquidity34% rewritten
- 27We may pursue strategic acquisitions from time to time, in which case we would be subject to the general risks associated with acquisitions
Other Kewaunee Scientific 10-Ks
- FY2025 10-K risk factors27 risks
Customer concentration among three domestic channel partners drives sales risk.
Filed Jul 02, 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.