Knowles (KN) risk factors, FY2025 10-K

Knowles's FY2025 10-K, filed Feb 09, 2026, lists 25 risk factors in 6 groups. Against the prior year's 27: 2 new, 4 dropped, 3 substantially reworded.

Risk factors listed
256 groups
New this year
2vs 27 last year
Dropped
4since the prior 10-K
Substantially reworded
3of those kept
Section length
7k wordsItem 1A

What the changes say

  • Knowles faces execution risks expanding film capacitors into new energy sectors and adopting AI tools internally.
  • Customer concentration shifted slightly, with WS Audiology accounting for 11% of consolidated revenues in 2025 down from 14%.
  • The company dropped specific risks regarding the CMM business divestiture to Syntiant Corp, confidentiality liabilities, ESG regulations, and foreign patent challenges.

What changed since the prior 10-K

New

  • NewRisks Related To Our Business

    Implementation of our growth strategies may not be successful, which could adversely impact our results of operations

    Expanding film capacitors into new energy sectors and other growth strategies may fail due to operational delays, high costs, or customer concentration.

  • NewRisks Related to Intellectual Property, Cybersecurity, and Technology

    Issues related to the use of artificial intelligence may present business, compliance, or reputational risks

    Adopting artificial intelligence tools internally and managing evolving regulations could create compliance, reputational, and competitive risks.

Dropped

  • DroppedRisks Related To Our Business

    The divestiture of our Consumer MEMS Microphones ("CMM") business may have material adverse effects on our financial condition, results of operations, or cash flows

  • DroppedRisks Related To Our Business

    We are subject to potentially material liability for breaches of confidentiality agreements with certain of our top customers

  • DroppedRisks Related to Operating a Global Business

    Evolving social and environmental responsibility regulations, as well as demands from investors, customers and other stakeholders, could result in additional costs, harm to our reputation and a loss of customers

    Risks related to the 2024 divestiture of the Consumer MEMS Microphones business to Syntiant Corp.

  • DroppedRisks Related to Intellectual Property and Cybersecurity

    challenges pending before foreign patent authorities as to the validity of our patents and those owned by competitors and other parties

Reworded

  • 62% rewrittenRisks Related To Our Business

    If we are unsuccessful in implementing our acquisition strategy, integrating acquired companies, or managing divestitures and other significant transactions our business and financial results may be adversely effected

    Added specific warnings about failing to retain key employees, customers, or suppliers of acquired companies, and dealing with inconsistent internal controls.

    Was: If we are unsuccessful in implementing our investment and acquisition strategy, or integrating acquired companies, our business and financial results may be adversely effected

  • 44% rewrittenRisks Related to Intellectual Property, Cybersecurity, and Technology

    Our revenues and operating results could be materially adversely affected if we are unable to protect or obtain patent and other intellectual property rights or if intellectual property litigation is successful against us

    Retained core language regarding the difficulty of protecting intellectual property and policing unauthorized use against competitors.

  • 34% rewrittenRisks Related To Our Business

    We derive a significant portion of our revenues from a limited number of OEM customers and distributors. If revenues derived from these partners decrease or the timing of such revenues fluctuates, our operating results could be adversely affected

    Updated 2025 figures for the MSA segment, showing it accounted for 45% of consolidated revenues with WS Audiology representing 11%.

    Was: We derive a significant portion of our revenues from a limited number of OEM customers. If revenues derived from these customers decrease or the timing of such revenues fluctuates, our operating results could be adversely affected

All 25 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Cautionary Statement Concerning Forward-Looking Statements
  2. 02In particular, information included under the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements

Risks Related To Our Business

  1. 03We derive a significant portion of our revenues from a limited number of OEM customers and distributors. If revenues derived from these partners decrease or the timing of such revenues fluctuates, our operating results could be adversely affected34% rewritten
  2. 04Implementation of our growth strategies may not be successful, which could adversely impact our results of operationsNew
  3. 05If we are unsuccessful in implementing our acquisition strategy, integrating acquired companies, or managing divestitures and other significant transactions our business and financial results may be adversely effected62% rewritten
  4. 06Our success depends on our ability to attract and retain key employees, and if we are unable to attract and retain such qualified employees, our business and our ability to execute our business strategies may be materially impaired
  5. 07Our effective tax rate may fluctuate which will impact our future financial results
  6. 08Our products are complex and could contain defects, which could result in material costs to us and harm our business, results of operations, and financial condition

Risks Related to Our Industry

  1. 09Global markets for our products are highly competitive and subject to rapid technological change. If we are unable to develop new products and compete effectively in these markets, our financial condition and operating results could be materially adversely affected

Risks Related to Operating a Global Business

  1. 10Deterioration of global economic conditions, an economic recession, periods of inflation, or economic uncertainty in key end-user markets may adversely affect customer orders as well as demand for our products
  2. 11Our foreign operations and supply chain are each subject to various risks that could materially adversely impact our results of operations and financial condition
  3. 12Global economic conditions and changes in U.S. and international trade policy could materially adversely impact our business, results of operations, and financial position
  4. 13Changes to export restrictions and economic sanction laws may adversely affect our operating results
  5. 14Fluctuations in commodity prices and foreign currency rates could have a material adverse effect on our operating results and financial condition
  6. 15o a sustained weakening of the U.S. dollar for an extended period could have a material adverse impact on our operating results and financial position

Risks Related to Intellectual Property, Cybersecurity, and Technology

  1. 16Our revenues and operating results could be materially adversely affected if we are unable to protect or obtain patent and other intellectual property rights or if intellectual property litigation is successful against us44% rewritten
  2. 17Our business and operations could suffer in the event of security breaches, cybersecurity incident, other unauthorized disclosures, or network disruptions
  3. 18Issues related to the use of artificial intelligence may present business, compliance, or reputational risksNew

Risks Related to Our Indebtedness

  1. 19Our credit agreement requires us to comply with certain financial covenants and our failure to comply could have a material adverse effect on our business, financial condition, and results of operations
  2. 20There are risks associated with our indebtedness, which could have a material adverse effect on our financial condition
  3. 21o increasing our vulnerability to interest rate fluctuations to the extent a portion of our debt has variable interest rates

Risks Related to Our Corporate Governance and Common Stock

  1. 22Our business could be negatively affected as a result of the actions of activist or hostile stockholders
  2. 23Certain provisions in our certificate of incorporation, by-laws, and Delaware law may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock
  3. 24o the ability of our directors, without a stockholder vote, to fill vacancies on our Board of Directors (including those resulting from an enlargement of the Board of Directors)
  4. 25Our stock price has been and may continue to be volatile and may fluctuate significantly which may adversely impact investor confidence and increase the likelihood of securities class action litigation

Other Knowles 10-Ks

  • FY2024 10-K risk factors
    27 risks

    Customer concentration is high, with top five customers accounting for 81% of MSA segment revenues in fiscal 2024.

    Filed Feb 13, 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.