What the changes say
- Skillsoft is restructuring its Global Knowledge business while expanding platform investments and AI features.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Operations
the use of AI applications may increase the incidence of cybersecurity incidents; and
The integration of proprietary and third-party AI technologies introduces new cybersecurity risks, scalability dependencies, and cost uncertainties.
- NewRisks Related to Our Business and Operations
Our investments to transform and enhance the enterprise and customer learning experience through skills-based management may not generate expected results
The enterprise learning platform transition may fail if customers and learners do not adopt skills-based management models.
- NewRisks Related to Our Business and Operations
We expect that risks and exposures related to cybersecurity attacks will remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats
Cybersecurity threats and complex regulatory frameworks like GDPR increase compliance costs and potential legal exposure.
- NewRisks Related to Our Business and Operations
Our exploration of strategic alternatives with respect to our GK business may not be successful and may disrupt our ongoing business, result in substantial increased expenses and present certain other risks
The strategic review and potential sale of the GK business could divert management attention and incur substantial expenses.
- NewRisks Related to Our Business and Operations
We expect to incur additional restructuring charges in connection with our strategic review of our GK business, even if we do not consummate a transaction
Restructuring charges related to the GK business review may be incurred even if no transaction is consummated.
- NewRisks Related to Our Business and Operations
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to ongoing military conflicts
Geopolitical instability and ongoing military conflicts create macroeconomic uncertainty that could depress consumer demand and credit availability.
- NewRisks Related to Ownership of Our Common Stock
The market price and trading volume of our common stock has been, and may continue to be, volatile and has faced, and may continue to face, negative pressure
Common stock price volatility and limited trading volumes expose the company to potential securities class action litigation.
- NewRisks Related to Ownership of Our Common Stock
other factors described in these “Risk Factors” and elsewhere herein
General market fluctuations and stock volatility may lead to negative pressure on the company's stock value and shareholder losses.
- NewRisks Related to Ownership of Our Common Stock
Market enthusiasm for AI may subject our business and stock price to volatility and unrealistic expectations
Market enthusiasm and investor sentiment regarding AI could create unrealistic expectations and stock price volatility.
Dropped
- DroppedRisks Related to Ownership of Our Common Stock
The New York Stock Exchange ("NYSE") may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
Reworded
- 78% rewrittenRisks Related to Our Business and Operations
We review our goodwill and indefinite-lived intangible assets for impairment at least annually and when events or changes in circumstances indicate that the carrying value may not be recoverable
Removed specific fiscal 2025 balance sheet figures for goodwill ($317.1M) and intangible assets ($427.2M).
Was: We review our goodwill and indefinite-lived intangible for impairment at least annually and when events or changes in circumstances indicate that the carrying value may not be recoverable
- 65% rewrittenRisks Related to Our Business and Operations
Our market share for instructor-led, synchronous, learning is expected to continue to decline
Added fiscal 2026 segment revenue data (21.2%) and noted strategic alternatives for the GK business.
Was: Our market share for instructor-led, synchronous, learning may continue to decline
- 58% rewrittenLegal, Regulatory and Related Risks
Regulatory and legislative developments on the use of AI and machine learning could adversely affect our use of such technologies in our products and services
Expanded on emerging U.S. federal and state AI compliance requirements regarding transparency, risk management, bias testing, and data usage.
- 57% rewrittenRisks Related to Our Business and Operations
Acquisition or disposition of businesses or technologies may not produce the benefits we anticipate and could harm our current operations
Expanded acquisition risk to include disposing or shutting down underperforming businesses and technologies.
Was: Acquisitions of businesses or technologies may not produce the benefits we anticipate and could harm our current operations
- 41% rewrittenLegal, Regulatory and Related Risks
Significant changes to the size, structure, powers and operations of the federal, state, and local governments may cause economic disruptions that could, in turn, adversely impact our business, results of operations and financial condition
Updated U.S. Administration references regarding federal government size, budget reductions, and President Trump executive orders.
Was: Significant changes to the size, structure, powers and operations of the federal, state, and local government may cause economic disruptions that could, in turn, adversely impact our business, results of operations and financial condition
- 34% rewrittenLegal, Regulatory and Related Risks
Changes in tax laws, unfavorable resolution of tax examinations, or exposure to additional tax liabilities could have a material adverse effect on our results of operations, financial condition, and liquidity
Removed Luxembourg from specific tax jurisdictions and changed impact wording regarding effective tax rates.
- 34% rewrittenRisks Related to Our Business and Operations
We have a history of losses, and we may not be able to generate sufficient revenue to achieve or if achieved, maintain profitability in the future
Updated fiscal 2026 net loss figures to $139.8 million and accumulated deficit to $1.6 billion.
Was: We have a history of losses, and we may not be able to generate sufficient revenue to achieve or maintain profitability in the future
- 28% rewrittenLegal, Regulatory and Related Risks
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
Updated fiscal 2026 NOL carryforward figures to $278.5M federal, $353.2M state, and $73.9M foreign.
- 28% rewrittenRisks Related to Our Business and Operations
We may be unable to realize intended efficiencies and benefits from our comprehensive resource reallocation plan (“CRRP”) and go-to-market strategy, which may adversely affect our profitability, financial condition or our business
Was: We may be unable to realize intended efficiencies and benefits from our comprehensive resource reallocation plan and go-to-market strategy, which may adversely affect our profitability, financial condition or our business
- 27% rewrittenRisks Related to Our Business and Operations
We depend on senior leadership to manage and operate the business, and if we fail to retain and attract highly qualified employees our business could be harmed
- 22% rewrittenRisks Related to Our Business and Operations
The partners we rely on as part of the production process and for content or subject matter expertise may compete with us, which could harm our results of operations. Our agreements with these third parties generally do not restrict them from developing content for our competitors or from competing directly with us
- 22% rewrittenRisks Related to Our Business and Operations
Issues in the development and use of AI (including GenAI) and machine learning may result in liability or reputational harm
All 49 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Operations
- 01The market for online learning solutions may not grow as we expect, which may harm our business and results of operations
- 02Increased competition may result in decreased demand for our products and services, which may result in reduced revenue and gross profits and loss of market share
- 03educational institutions
- 04We have a history of losses, and we may not be able to generate sufficient revenue to achieve or if achieved, maintain profitability in the future34% rewritten
- 05We depend on senior leadership to manage and operate the business, and if we fail to retain and attract highly qualified employees our business could be harmed27% rewritten
- 06Issues in the development and use of AI (including GenAI) and machine learning may result in liability or reputational harm22% rewritten
- 07the use of AI applications may increase the incidence of cybersecurity incidents; andNew
- 08Demand for our products and services is susceptible to general global market and economic conditions
- 09New products introduced by us may not be successful
- 10Our investments to transform and enhance the enterprise and customer learning experience through skills-based management may not generate expected resultsNew
- 11We may be unable to realize intended efficiencies and benefits from our comprehensive resource reallocation plan (“CRRP”) and go-to-market strategy, which may adversely affect our profitability, financial condition or our business28% rewritten
- 12Our ILT offering relies on third parties to provide us with learning content and subject matter expertise and requires us to have content production relationships with third parties for our courses and learning content, and our relationships with these third parties may be terminated or fail to meet our requirements
- 13The partners we rely on as part of the production process and for content or subject matter expertise may compete with us, which could harm our results of operations. Our agreements with these third parties generally do not restrict them from developing content for our competitors or from competing directly with us22% rewritten
- 14Disruption to or failures of our platform and technology could result in our customers becoming unsatisfied with our platform and could harm our reputation
- 15We expect that risks and exposures related to cybersecurity attacks will remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threatsNew
- 16Failure to effectively optimize, retain, expand, and continue to increase the productivity of our direct sales teams and develop and expand our indirect sales channel may impede our growth
- 17Our market share for instructor-led, synchronous, learning is expected to continue to decline65% rewritten
- 18A loss of our status as an authorized training provider with one or more key technology vendors could adversely affect our business
- 19Our worldwide operations are subject to risks that could negatively impact our future operating results
- 20the absence or significant lack of legal protection for intellectual property rights
- 21Increasing scrutiny, complex regulations, and evolving expectations from customers, partners, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us, expose us to new or additional risks, or harm our reputation
- 22Our exploration of strategic alternatives with respect to our GK business may not be successful and may disrupt our ongoing business, result in substantial increased expenses and present certain other risksNew
- 23We expect to incur additional restructuring charges in connection with our strategic review of our GK business, even if we do not consummate a transactionNew
- 24Acquisition or disposition of businesses or technologies may not produce the benefits we anticipate and could harm our current operations57% rewritten
- 25We review our goodwill and indefinite-lived intangible assets for impairment at least annually and when events or changes in circumstances indicate that the carrying value may not be recoverable78% rewritten
- 26We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to ongoing military conflictsNew
- 27Our business is subject to the risks of pandemics, earthquakes, wildfire, droughts, floods and other natural catastrophic events, and to interruption by man-made problems such as power disruptions, computer viruses, data security breaches, terrorism or war
Legal, Regulatory and Related Risks
- 28Significant changes to the size, structure, powers and operations of the federal, state, and local governments may cause economic disruptions that could, in turn, adversely impact our business, results of operations and financial condition41% rewritten
- 29Regulatory and legislative developments on the use of AI and machine learning could adversely affect our use of such technologies in our products and services58% rewritten
- 30Failure or perceived failure to comply with regulations relating to some career training services could result in the imposition of penalties or the interruption of our ability to provide services in certain jurisdictions
- 31Existing or future laws and regulations relating to privacy or data security could increase the cost of our products, limit their use and adoption, and subject us or our customers to litigation, regulatory investigations and penalties, and other potential liabilities
- 32Any of these matters could materially adversely affect our business, financial condition, operational results, or cash flows
- 33Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws and regulations relating to our international operations could subject us to penalties and other adverse consequences
- 34Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited28% rewritten
- 35Changes in tax laws, unfavorable resolution of tax examinations, or exposure to additional tax liabilities could have a material adverse effect on our results of operations, financial condition, and liquidity34% rewritten
Risks Related to our Indebtedness and Certain Other Obligations
- 36Our degree of leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk, and prevent us from meeting obligations on our indebtedness
- 37Our credit agreements contain restrictions that limit our flexibility in operating our business
- 38We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
Risks Related to Ownership of Our Common Stock
- 39The market price and trading volume of our common stock has been, and may continue to be, volatile and has faced, and may continue to face, negative pressureNew
- 40other factors described in these “Risk Factors” and elsewhere hereinNew
- 41Because there are no current plans to pay cash dividends on our common stock for the foreseeable future, investors may not receive any return on investment unless they sell their common stock for a price greater than the price paid
- 42We cannot guarantee that our share repurchase program will be fully implemented or that it will enhance long-term stockholder value
- 43Future sales, or the perception of future sales, by Skillsoft or its stockholders in the public market could cause the market price for our common stock to decline
- 44We might require additional capital to support our growth, and this capital might not be available on acceptable terms, if at all
- 45Anti-takeover provisions in our organizational documents could delay or prevent a change of control
- 46providing that our Board is expressly authorized to make, alter or repeal our bylaws
- 47Market enthusiasm for AI may subject our business and stock price to volatility and unrealistic expectationsNew
- 48As of April 2, 2026, Prosus holds approximately 34.8% of the number of shares and voting power of Skillsoft’s outstanding common stock
- 49We are a smaller reporting company and intend to avail ourselves of certain reduced disclosure requirements applicable to smaller reporting companies, which could make our common stock less attractive to investors
Other Skillsoft 10-Ks
- FY2025 10-K risk factors41 risks
Skillsoft carries significant history of net losses totaling $121.9 million in fiscal 2025 and $349.3 million in fiscal 2024. The company maintains heavy debt leverage with restrictive credit covenants and substantial net operating loss carryforwards. Operations face rising competitive pressures, technological shifts in AI and GenAI development, and reliance on key tech vendor authorizations.
Filed Apr 14, 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.