Reed's (REED) FY2025 10-K Risk Factors: 13 New, 5 Dropped

What the changes say

Reed's reports millions in net losses while expanding globally and facing risks from controlling shareholder D&D's 57 percent stake.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Industry
We have incurred and may continue to incur losses, and we may be unable to achieve or maintain profitability
We incurred net losses of $15,842 million in 2025 and $13,152 million in 2024, and may never achieve profitability.
NewRisks Related to Our Business and Industry
Our quarterly and annual operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts or any guidance we may publicly provide, each of which may cause our stock price to fluctuate or decline
Our quarterly and annual operating results may fluctuate significantly and fall below expectations, causing our stock price to decline.
NewRisks Related to Our Business and Industry
If we are unable to secure additional funding on favorable terms, or at all, when we require it, our ability to continue to grow our business to react to market conditions could be impaired, which would adversely affect our financial position and results of operations
Inaccurate demand estimates led to $2,013 of inventory write-offs in 2025 and $277 in 2024, risking future capital needs.
NewRisks Related to Our Business and Industry
Changes in the retail landscape or in sales to any key customer can adversely affect our business. Increased competitor consolidations, market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market share and volume growth
Retailer consolidation and bargaining power could force price concessions that hurt our margins and profitability.
NewRisks Related to Our Business and Industry
We may face difficulties as we expand our operations into new markets in which we have no prior operating experience
Expanding into new markets like the Asia-Pacific region exposes us to unfamiliar consumer preferences, local competitors, and trade barriers.
NewRisks Related to Our Business and Industry
Our performance significantly depends on the contributions of key personnel. If we lose key personnel, our operations and ability to manage our business may be affected
Our operations depend heavily on the retention of key executive officers and experienced personnel.
NewRisks Related to Legal, Tax and Regulatory Matters
We are subject to international regulations that could adversely affect our business and results of operations
International regulations and labeling laws expose us to potential civil penalties, fines, product seizures, or import restrictions.
NewRisks Related to Ownership of Our Common Stock and General Matters
The market price of our common stock has been and may continue to be volatile or may decline regardless of our operating performance
Macroeconomic conditions, tariffs, high inflation, and geopolitical conflicts can cause volatility in our common stock price.
NewRisks Related to Ownership of Our Common Stock and General Matters
Our principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval
Controlling stockholder D&D and its affiliates own approximately 57 percent of our common stock, controlling all major corporate approvals.
NewRisks Related to Ownership of Our Common Stock and General Matters
Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall
Sales of a substantial number of shares in the public market by registered holders like D&D could cause our stock price to fall.
NewRisks Related to Ownership of Our Common Stock and General Matters
We do not intend to pay dividends for the foreseeable future and, as a result, stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock
We do not intend to pay dividends, our Senior Secured Facility restricts payouts, and our bylaws designate Delaware courts for disputes.
NewRisks Related to Ownership of Our Common Stock and General Matters
There is currently a limited public market for our common stock, a trading market for our common stock may never develop, and our common stock prices may be volatile and could decline substantially
Although listed on the NYSE American in December 2025, an active trading market for our common stock may not be sustained.
NewRisks Related to Ownership of Our Common Stock and General Matters
Our failure to meet the continued listing requirements of NYSE American could result in a de-listing of our common stock

Dropped

DroppedBusiness and Operational Risks
Supply chain challenges have impacted our ability to benefit from strong demand for, and increased sales of our products and adversely impacted our business. Supply chain constraints could cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations
DroppedBusiness and Operational Risks
Dependence on Key Personnel
DroppedBusiness and Operational Risks
Changes in the retail landscape or in sales to any key customer can adversely affect our business
DroppedBusiness and Operational Risks
We compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability to continue developing new products to satisfy the changing preferences of consumers will determine our long-term success
DroppedBusiness and Operational Risks
Future cyber incidents and other disruptions to our information systems can adversely affect our business

Reworded

89% rewrittenRisks Related to Our Business and Industry
Failure to realize benefits from our productivity initiatives can adversely affect our financial performance
Added a disclosure noting that our current indebtedness contains restrictions on our business.
70% rewrittenRisks Related to Our Business and Industry
Damage to our reputation or brand image can adversely affect our business
Expanded liability regarding legal and ethical non-compliance to explicitly include independent contract manufacturers and suppliers.
68% rewrittenRisks Related to Our Business and Industry
We rely on our information technology, and a potential cyber-attack, data breach or other failure or disruption of our information technology could disrupt our operations and adversely affect our results of operations
Updated pronouns from third-person company references to first-person phrasing regarding our information technology reliance.
Was: The company relies on its information technology, and potential cyber-attack, data breach or other failure or disruption of its information technology could disrupt its operations and adversely affect its results of operations
62% rewrittenRisks Related to Ownership of Our Common Stock and General Matters
Global economic uncertainty and unfavorable global economic conditions caused by political instability, changes in trade agreements and conflicts, such as the Russia-Ukraine conflict and conflict in the Middle East, could adversely affect our business, financial condition, results of operations or prospects
Added a specific warning about recent announcements of substantial new tariffs and restrictive trade policies creating an unpredictable landscape.
Was: Global economic uncertainty and unfavorable global economic conditions caused by political instability, changes in trade agreements and conflicts, such as the Russia-Ukraine conflict and the conflict in the Middle East, could adversely affect our business, financial condition, results of operations or prospects
60% rewrittenRisks Related to Ownership of Our Common Stock and General Matters
Our largest stockholder’s preemptive right could dissuade a strategic investor from making an investment in the Company
Removed the specific 59.5 percent ownership figure for D&D from the preemptive rights discussion.
59% rewrittenRisks Related to Legal, Tax and Regulatory Matters
Limitations on the marketing or sale of our products can adversely affect our business and financial performance
No substantive changes detected between prior and current year text.
55% rewrittenRisks Related to Our Business and Industry
When we underestimate demand for our products, we are unable to secure sufficient ingredients or raw materials or procure adequate packing arrangements to obtain adequate or timely shipment of our products, as a result of which we are not able to satisfy demand on a short-term basis
No substantive changes detected between prior and current year text.
Was: When we underestimate demand for our products, are unable to secure sufficient ingredients or raw materials or procure adequate packing arrangements to obtain adequate or timely shipment of our products, we are not able to satisfy demand on a short-term basis
53% rewrittenRisks Related to Our Business and Industry
Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our business into other geographic markets
No substantive changes detected between prior and current year text.
48% rewrittenRisks Related to Legal, Tax and Regulatory Matters
If we are unable to adequately protect our intellectual property rights, or if we are found to infringe on the intellectual property rights of others, our business can be adversely affected
37% rewrittenRisks Related to Ownership of Our Common Stock and General Matters
Changes in economic conditions can adversely impact our business
35% rewrittenRisks Related to Our Business and Industry
Any inability to compete effectively can adversely affect our business
34% rewrittenRisks Related to Legal, Tax and Regulatory Matters
Our effective tax rate or taxes aimed at our products can adversely affect our business or financial performance
Was: Taxes aimed at our products can adversely affect our business or financial performance
28% rewrittenRisks Related to Our Business and Industry
We may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives against sweetened beverages

All 40 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

01We have incurred and may continue to incur losses, and we may be unable to achieve or maintain profitabilityNew
02Our quarterly and annual operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts or any guidance we may publicly provide, each of which may cause our stock price to fluctuate or declineNew
03Failure to realize benefits from our productivity initiatives can adversely affect our financial performance89% rewritten
04If we are unable to secure additional funding on favorable terms, or at all, when we require it, our ability to continue to grow our business to react to market conditions could be impaired, which would adversely affect our financial position and results of operationsNew
05When we underestimate demand for our products, we are unable to secure sufficient ingredients or raw materials or procure adequate packing arrangements to obtain adequate or timely shipment of our products, as a result of which we are not able to satisfy demand on a short-term basis55% rewritten
06Reduction in future demand for our products would adversely affect our business
07We may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives against sweetened beverages28% rewritten
08Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our business into other geographic markets53% rewritten
09Damage to our reputation or brand image can adversely affect our business70% rewritten
10Product recalls or other issues or concerns with respect to product quality and safety can adversely affect our business and financial condition
11Any inability to compete effectively can adversely affect our business35% rewritten
12Changes in the retail landscape or in sales to any key customer can adversely affect our business. Increased competitor consolidations, market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market share and volume growthNew
13We may face difficulties as we expand our operations into new markets in which we have no prior operating experienceNew
14Our performance significantly depends on the contributions of key personnel. If we lose key personnel, our operations and ability to manage our business may be affectedNew
15Failure to attract, develop and maintain a highly skilled and diverse workforce or effectively manage changes in our workforce can have an adverse effect on our business
16We rely on our information technology, and a potential cyber-attack, data breach or other failure or disruption of our information technology could disrupt our operations and adversely affect our results of operations68% rewritten
17Failure to comply with personal data protection and privacy laws can adversely affect our business

Risks Related to Legal, Tax and Regulatory Matters

18Our effective tax rate or taxes aimed at our products can adversely affect our business or financial performance34% rewritten
19Limitations on the marketing or sale of our products can adversely affect our business and financial performance59% rewritten
20Laws and regulations related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial performance
21Our manufacturing process is not patented
22If we are unable to adequately protect our intellectual property rights, or if we are found to infringe on the intellectual property rights of others, our business can be adversely affected48% rewritten
23Failure to comply with applicable laws and regulations can adversely affect our business
24Potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations inherent in our business can have an adverse impact on our business
25Regulations concerning our alcohol beverages may adversely affect our business, financial condition or results of operations
26We are subject to international regulations that could adversely affect our business and results of operationsNew

Risks Related to Environmental Matters

27Significant changes to or failure to comply with various environmental laws may expose our co-packers to liability or cause them to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition and results of operations
28Water scarcity and poor quality could negatively impact our costs and capacity
29Climate change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results of operations

Risks Related to Ownership of Our Common Stock and General Matters

30The market price of our common stock has been and may continue to be volatile or may decline regardless of our operating performanceNew
31Our principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approvalNew
32Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fallNew
33Our largest stockholder’s preemptive right could dissuade a strategic investor from making an investment in the Company60% rewritten
34We do not intend to pay dividends for the foreseeable future and, as a result, stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stockNew
35Global economic uncertainty and unfavorable global economic conditions caused by political instability, changes in trade agreements and conflicts, such as the Russia-Ukraine conflict and conflict in the Middle East, could adversely affect our business, financial condition, results of operations or prospects62% rewritten
36Changes in economic conditions can adversely impact our business37% rewritten
37Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
38There is currently a limited public market for our common stock, a trading market for our common stock may never develop, and our common stock prices may be volatile and could decline substantiallyNew
39Our failure to meet the continued listing requirements of NYSE American could result in a de-listing of our common stockNew
40We are a “smaller reporting company” and we cannot be certain if the reduced reporting requirements applicable to “smaller reporting companies” will make our common stock less attractive to investors

Other Reed's 10-Ks

FY2024 10-K risk factors
32 risks
Reed's faces significant supply chain cost pressures, highlighted by shipping expenses of $2.75 to $3.07 per case.
Filed Mar 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.