Terex (TEX) risk factors, FY2025 10-K

Terex's FY2025 10-K, filed Feb 13, 2026, lists 29 risk factors in 3 groups. Against the prior year's 26: 8 new, 5 dropped, 11 substantially reworded.

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Risk factors listed
293 groups
New this year
8vs 26 last year
Dropped
5since the prior 10-K
Substantially reworded
11of those kept
Section length
10k wordsItem 1A

What the changes say

  • The risk section is dominated by the integration and stock impacts of the REV Transaction and Aerials divestiture.

What changed since the prior 10-K

New

  • New

    Our results after the completion of the REV Transaction may be adversely impacted if we do not effectively manage our expanded operations following the completion of the REV Transaction

    We may fail to manage our expanded operations and realize anticipated efficiencies following the REV Transaction.

  • New

    Potential divestitures, and any retained liabilities from such sold businesses, could negatively impact our business and financial results

    We are conducting a strategic review and potential divestiture of our Aerials business, which carries execution risks.

  • New

    Certain of our businesses depend on the performance of dealers and disruptions within our dealer network could have a negative effect on our business

    Consolidation and bargaining power shifts within our independent dealer networks could adversely affect our sales.

  • NewFinancial and General Economy Risks

    Cancellations, reductions or delays in customer orders, customer breaches of purchase agreements, reduction in expected backlog, reductions in profitability of backlog due to fluctuations in product costs, or our inability to meet customer delivery schedules may adversely affect our results of operations

    Backlog cancellations, deferrals, or underestimated production costs and input fluctuations could hurt our financial results.

  • NewFinancial and General Economy Risks

    Our results of operations and the price of our common stock may begin to be affected by factors different from those factors that affected our common stock before the REV Transaction. We may now face additional risks and uncertainties to which we may not have been exposed to prior to the REV Transaction

    The REV Transaction and share issuances may cause our common stock price to decline or face new market risks.

  • NewFinancial and General Economy Risks

    A material disruption to one of our significant manufacturing plants may cause significant lost production and adversely affect our results of operations

    Disruptions at our significant manufacturing plants could cause lost production and delay product deliveries.

  • NewFinancial and General Economy Risks

    A failure of a key information technology system or a breach of our information security from increased cybersecurity threats and more sophisticated computer crime could adversely impact our ability to conduct business and our operating results

    Cybersecurity threats and failures of our information technology systems could disrupt our business operations.

  • NewLegal, Regulatory & Compliance Risks

    Our operations, products, and the industries in which we operate are subject to environmental, health and safety laws and regulations, and we may face significant costs or liabilities associated with a failure to meet sustainability or environmental, health and safety requirements or expectations

    We face strict environmental, health, and safety laws and potential liabilities for hazardous material remediation.

Dropped

  • DroppedFinancial and General Economy Risks

    anticipated benefits of the acquisition, including the expected tax benefits and synergies, will depend, to a large extent, on our ability to integrate the businesses of both companies

  • DroppedFinancial and General Economy Risks

    A material disruption to one of our significant manufacturing plants could adversely affect our ability to generate revenue

  • DroppedFinancial and General Economy Risks

    Increased cybersecurity threats and more sophisticated computer crime may pose a risk to our systems, networks, products and services

  • DroppedLegal, Regulatory & Compliance Risks

    Compliance with environmental regulations could be costly, and failure to meet sustainability requirements or expectations could adversely affect our reputation, business, results of operations, financial condition, or stock price

  • DroppedLegal, Regulatory & Compliance Risks

    We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws

Reworded

  • 97% rewritten

    We may be unable to successfully integrate acquired or merged businesses, including REV. We may not realize the anticipated benefits of such mergers and acquisitions

    Updated to reflect closing the REV Transaction on February 2, 2026, replacing references to the past ESG acquisition.

    Was: We may be unable to successfully integrate acquired businesses, including ESG. We may not realize the anticipated benefits of such acquisitions, including the acquisition of ESG

  • 84% rewrittenLegal, Regulatory & Compliance Risks

    We face product liability claims, litigation and other liabilities

    Added risks regarding significant defense costs and reputational damage from product liability claims.

    Was: We face litigation and product liability claims and other liabilities

  • 79% rewrittenFinancial and General Economy Risks

    The imposition of new, postponed or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations

    Expanded to discuss indirect inflationary pressures, direct import costs, and Chinese tariff impacts.

    Was: The imposition of new or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations

  • 59% rewrittenFinancial and General Economy Risks

    Some of our dealers and customers rely on financing with third parties to purchase our products

    Clarified that third-party financing risks apply to both dealers and customers.

    Was: Some of our customers rely on financing with third parties to purchase our products

  • 56% rewrittenFinancial and General Economy Risks

    Our business is sensitive to general economic conditions, government spending priorities and the cyclical nature of markets we serve

    Retained prior economic and cyclical demand risk factors with no major substantive edits.

  • 54% rewrittenHuman Capital Risks

    We may be adversely impacted by work stoppages and other labor matters

    Added specific risks of union organizing efforts at facilities and potential disputes over wages and benefits.

  • 40% rewrittenFinancial and General Economy Risks

    Our business may suffer if our equipment fails to perform as expected

    Added risks concerning contractual specification failures and investigation costs for non-complying parts.

  • 39% rewritten

    The industry in which we operate is highly competitive and subject to pricing pressure; if we fail to compete effectively, both in product offerings and price, demand for our products may decrease and our business could suffer

    Expanded competitive factors to include delivery times and competition from smaller regional competitors.

  • 33% rewrittenFinancial and General Economy Risks

    We may experience losses in excess of our recorded reserves for receivables

  • 29% rewrittenFinancial and General Economy Risks

    We are exposed to losses from providing credit support to some of our customers and dealers

    Was: We are exposed to losses from providing credit support to some of our customers

  • 25% rewrittenHuman Capital Risks

    We rely on key management, employees and skilled labor, and we may be unable to attract, develop, engage and retain qualified team members

    Was: We rely on key management and skilled labor, and we may be unable to attract, develop, engage and retain qualified team members

All 29 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01We may be unable to successfully integrate acquired or merged businesses, including REV. We may not realize the anticipated benefits of such mergers and acquisitions97% rewritten
  2. 02Our results after the completion of the REV Transaction may be adversely impacted if we do not effectively manage our expanded operations following the completion of the REV TransactionNew
  3. 03Potential divestitures, and any retained liabilities from such sold businesses, could negatively impact our business and financial resultsNew
  4. 04The timing and amount of benefits from our strategic initiatives may not be as expected and our financial results could be adversely impacted
  5. 05The industry in which we operate is highly competitive and subject to pricing pressure; if we fail to compete effectively, both in product offerings and price, demand for our products may decrease and our business could suffer39% rewritten
  6. 06Certain of our businesses depend on the performance of dealers and disruptions within our dealer network could have a negative effect on our businessNew

Financial and General Economy Risks

  1. 07The imposition of new, postponed or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations79% rewritten
  2. 08Our business is sensitive to general economic conditions, government spending priorities and the cyclical nature of markets we serve56% rewritten
  3. 09We have a significant amount of debt outstanding and must comply with covenants in our debt agreements
  4. 10We may be unable to generate sufficient cash flow to service our debt obligations and operate our business
  5. 11Our access to capital markets and borrowing capacity could be limited in certain circumstances
  6. 12Cancellations, reductions or delays in customer orders, customer breaches of purchase agreements, reduction in expected backlog, reductions in profitability of backlog due to fluctuations in product costs, or our inability to meet customer delivery schedules may adversely affect our results of operationsNew
  7. 13Our Company operates in many areas of the world, involving transactions denominated in a variety of currencies. We are subject to currency exchange risk to the extent that our costs are denominated in currencies other than those in which the Company earns revenue
  8. 14Some of our dealers and customers rely on financing with third parties to purchase our products59% rewritten
  9. 15We are exposed to losses from providing credit support to some of our customers and dealers29% rewritten
  10. 16We may experience losses in excess of our recorded reserves for receivables33% rewritten
  11. 17Our results of operations and the price of our common stock may begin to be affected by factors different from those factors that affected our common stock before the REV Transaction. We may now face additional risks and uncertainties to which we may not have been exposed to prior to the REV TransactionNew
  12. 18We are exposed to political, economic and other risks that arise from operating a multinational business
  13. 19Changes in the availability and price of certain materials and components have resulted and could result in significant disruptions to the supply chain causing manufacturing inefficiencies, increased costs and lower profits
  14. 20Consolidation within our customer base and suppliers may negatively impact our pricing and product margins
  15. 21Our business may suffer if our equipment fails to perform as expected40% rewritten
  16. 22A material disruption to one of our significant manufacturing plants may cause significant lost production and adversely affect our results of operationsNew
  17. 23A failure of a key information technology system or a breach of our information security from increased cybersecurity threats and more sophisticated computer crime could adversely impact our ability to conduct business and our operating resultsNew
  18. 24Increasing regulatory focus on privacy and data security issues and expanding laws could expose us to increased liability

Legal, Regulatory & Compliance Risks

  1. 25We face product liability claims, litigation and other liabilities84% rewritten
  2. 26Our operations, products, and the industries in which we operate are subject to environmental, health and safety laws and regulations, and we may face significant costs or liabilities associated with a failure to meet sustainability or environmental, health and safety requirements or expectationsNew
  3. 27We must comply with an injunction and related obligations imposed by the SEC

Human Capital Risks

  1. 28We rely on key management, employees and skilled labor, and we may be unable to attract, develop, engage and retain qualified team members25% rewritten
  2. 29We may be adversely impacted by work stoppages and other labor matters54% rewritten

Other Terex 10-Ks

  • FY2024 10-K risk factors
    26 risks

    Terex faces significant risks from its recent $2 billion acquisition of ESG, high debt levels, and credit support obligations. Global trade tensions, supply chain costs, and compliance mandates heavily dominate the company's risk profile.

    Filed Feb 07, 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.