Hawkeye Digital (HWKE) 10-K: Risk Factors Changes Lead 11 September 2026 Filing Roundup

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Risk Factors Careful consideration should be given to the following risk factors, together with all other information set forth in this Annual Report on Form 10-K, including our financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other documents that we file with the SEC, in evaluating Hawkeye Digital, Inc. (the “Company”, “we”, or “our”) and our business, before investing in our common stock. Investing in our common stock involves a high degree of risk.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Risk Factors Careful consideration should be given to the following risk factors, together with all other information set forth in this Annual Report on Form 10-K, including our financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other documents that we file with the SEC, in evaluating Hawkeye Digital, Inc. (the “Company”, “we”, or “our”) and our business, before investing in our common stock. Investing in our common stock involves a high degree of risk. If any of the following risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected.

Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the fiscal year ended June 30, 2025. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion relates to the historical operations and financial statements of Hawkeye Digital, Inc. for the fiscal year ended June 30, 2026. Forward-Looking Statements The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K.

Visimid has one longer-term order with a defense customer which includes both product development and hardware deliverables where similar revenue recognition criteria are applied. We categorize our products into four product groups: (i) infrared components, (ii) visible components, (iii) assemblies and modules, and (iv) engineering services. Revenue by product group for the fiscal years ended June 30, 2025 and 2024 was as follows: Year Ended June 30, 2025 2024 Infrared components $ 14,310,589 $ 14,089,277 Visible components 11,736,549 11,233,737 Assemblies and modules 7,968,296 4,451,165 Engineering services 3,187,196 1,952,013 Total revenue $ 37,202,630 $ 31,726,192 5.

Revenue for fiscal year 2026 was approximately $71.7 million, an increase of 93%, as compared to $37.2 million in fiscal year 2025. We categorize our products into four product groups: (i) infrared components; (2) visible components; (3) assemblies and modules; and (iv) engineering services. Note that certain fiscal year 2025 amounts have been reclassified from infrared components to assemblies and modules to conform to current classification.

The following table sets forth revenue dollars by our three product groups for the three months and year ended June 30, 2025 and 2024: (unaudited) Three Months Ended June 30, Quarter Year Ended June 30, Year-to-date 2025 2024 % Change 2025 2024 % Change Revenue Infrared components $ 4,947,111 $ 3,043,148 63 % $ 14,310,589 $ 14,089,277 2 % Visible components 2,835,474 3,178,023 (11 )% 11,736,549 11,233,737 4 % Assemblies and modules 4,164,932 1,373,178 203 % 7,968,296 4,451,165 79 % Engineering services 262,276 1,039,783 (75 )% 3,187,196 1,952,013 63 % Total revenue $ 12,209,793 $ 8,634,132 41 % $ 37,202,630 $ 31,726,192 17 % Three months ended June 30, 2025 compared to three months ended June 30, 2024. Our revenue increased by 41% in the fourth quarter of fiscal year 2025, as compared to the same quarter of the prior…

We categorize our products into four product groups: (i) infrared components; (2) visible components; (3) assemblies and modules; and (iv) engineering services. Note that certain fiscal year 2025 amounts have been reclassified from infrared components to assemblies and modules to conform to current classification. Revenue generated by the infrared components product group was approximately $21.2 million in fiscal year 2026, an increase of $7.3 million, or 52%, as compared to the prior fiscal year.

You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: the likelihood that we will need additional capital to sustain our operations in the future and to repay indebtedness; our ability to become and maintain profitability; our reliance on a few key customers; our reliance on a limited number of suppliers for key materials; the impact that international tariffs may have on our business and results of operations; the impact of political and other risks as a result of our sales to internal customers and/or our sourcing of materials from international suppliers; our ability to protect and maintain our…

You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: the likelihood that we will need additional capital to sustain our operations in the future and to repay indebtedness; our ability to become and maintain profitability; our reliance on a few key customers; our reliance on a limited number of suppliers for key materials; the impact that international tariffs may have on our business and results of operations; the impact of political and other risks as a result of our sales to international customers and/or our sourcing of materials from international suppliers; our ability to protect and maintain our intellectual property. As a result of the foregoing, no assurance can be given as to future financial condition, cash flows or results of operations.

Stock Repurchases From time to time, the Company has utilized share repurchase programs. The most recent time this was done, May 20, 2021, the Company announced its intention to repurchase up to 445,000 shares of its common stock, or approximately 5.0% of its outstanding common shares at the time. The shares are purchased at prevailing market prices in the open market or in privately negotiated transactions, subject to availability and general market conditions.

Stock Repurchases From time to time, the Company has utilized share repurchase programs. On May 20, 2021, the Company announced its intention to repurchase up to 445,000 shares of its common stock, or approximately 5.0% of its 8.9 million then-outstanding common shares. This program was completed during fiscal 2026.

This was partially offset by the change in accounting for recognition of tax credits accounted for under proportional amortization, as mentioned above. The effective tax rate was 20.8% for fiscal 2025, as compared to 20.5% for fiscal 2024. COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023 Net Income.

On May 20, 2021, the Company announced its intention to repurchase up to 445,000 shares of its common stock, or approximately 5.0% of its 8.9 million then-outstanding common shares. This program was completed during fiscal 2026. On January 20, 2026, the Board of Directors approved a new program to repurchase up to 550,000 shares of the Company’s common stock, or approximately 5.0% of shares outstanding, following the completion of the Company’s prior repurchase program announced on May 20, 2021, which occurred during the current fiscal year.

The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under Item 1A — “Risk Factors.” Business Overview The Company is a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships. See Item 1 in Part I for a detailed description of the Company’s business.

The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under Item 1A — “Risk Factors.” Business Overview The Company is a leading provider of thoughtful expressions designed to help inspire customers to give more, connect more, and build more and better relationships. See Item 1 in Part I for a detailed description of the Company’s business.

Business Segments The Company operates in the following three business segments: Consumer Floral & Gifts, Gourmet Foods & Gift Baskets, and BloomNet. The Consumer Floral & Gifts segment includes the operations of the Company’s flagship brand, 1-800-Flowers.com, Personalization Mall, Things Remembered, FruitBouquets.com, Flowerama and Alice’s Table, while the Gourmet Foods & Gift Baskets segment includes the operations of Harry & David, Wolferman’s Bakery, Vital Choice, Moose Munch, Cheryl’s Cookies, Mrs. Beasley’s, The Popcorn Factory, DesignPac, 1-800-Baskets.com, Simply Chocolate, Shari’s Berries, and Scharffen Berger.

Business Segments The Company operates in the following three business segments: Consumer Floral & Gifts, Gourmet Foods & Gift Baskets, and BloomNet. The Consumer Floral & Gifts segment includes the operations of the Company’s flagship brand, 1-800-Flowers.com, Personalization Mall, Things Remembered, FruitBouquets.com, and Flowerama, while the Gourmet Foods & Gift Baskets segment includes the operations of Harry & David, Wolferman’s Bakery, Vital Choice, Moose Munch, Cheryl’s Cookies, Mrs. Beasley’s, The Popcorn Factory, DesignPac, 1-800-Baskets.com, Simply Chocolate, Shari’s Berries, and Scharffen Berger.

Our platform combines core systems of record with digital, analytics, and artificial intelligence (“AI”) capabilities. Our foundational core products, InsuranceSuite and InsuranceNow, are delivered primarily as a cloud-based subscription service leveraging our proprietary cloud platform which we refer to as Guidewire Cloud Platform (“GWCP”). Historically, InsuranceSuite has also been available for self-managed installations.

Founded in 2001, we serve insurers of all sizes, ranging from global carriers to regional and local providers, helping them navigate a rapidly changing insurance market. Our foundational core products, InsuranceSuite and InsuranceNow, are delivered as a cloud-based subscription service leveraging our proprietary cloud platform which we refer to as Guidewire Cloud Platform (“GWCP”). These products serve as transactional systems of record, fully supporting insurance operations, including product definition, pricing and rating, underwriting, policy administration, billing, and claims management.

Historically, InsuranceSuite has also been available for self-managed installations. These products serve as transactional systems of record, fully supporting insurance operations, including product definition, policy administration, claims management and billing. To support our core products, we provide digital engagement offerings that enable seamless sales, omnichannel service, and enhanced claims experiences for policyholders, agents, vendors, and field personnel and analytics products that allow insurers to manage and use data more effectively, gain business insights, improve operational efficiency, and underwrite emerging risks.

Our foundational core products, InsuranceSuite and InsuranceNow, are delivered as a cloud-based subscription service leveraging our proprietary cloud platform which we refer to as Guidewire Cloud Platform (“GWCP”). These products serve as transactional systems of record, fully supporting insurance operations, including product definition, pricing and rating, underwriting, policy administration, billing, and claims management. Our platform combines core systems of record with digital, analytics, and predictive and generative artificial intelligence (“AI”) capabilities.

Broad oversight is maintained by our full Board, which receives a report from the Audit Committee at least annually. Cybersecurity Risk Role of Management [Text Block] Our CTO oversees our cybersecurity matters and reports to both the Audit Committee and the Board at least once a year, or more frequently as needed. The Audit Committee reviews and discusses with Company management key processes and risk indicators, progress on plans to address key risks, and any material changes in threat landscapes or risk posture which could negatively affect our business.

Broad oversight is maintained by our full Board, which receives a report from the Audit Committee at least annually. Cybersecurity Risk Role of Management [Text Block] Our Director of Internal Security and Technical Support oversees our cybersecurity matters and reports to both the Audit Committee and the Board at least once a year, or more frequently as needed. The Audit Committee reviews and discusses with Company management key processes and risk indicators, progress on plans to address key risks, and any material changes in threat landscapes or risk posture which could negatively affect our business.

The Audit Committee reviews and discusses with Company management key processes and risk indicators, progress on plans to address key risks, and any material changes in threat landscapes or risk posture which could negatively affect our business. Cybersecurity Risk Management Positions or Committees Responsible [Flag] true Cybersecurity Risk Management Positions or Committees Responsible [Text Block] CTO Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The Audit Committee reviews and discusses with Company management key processes and risk indicators, progress on plans to address key risks, and any material changes in threat landscapes or risk posture which could negatively affect our business. 30, 2025 Summary of Significant Accounting Policies Use of Estimates Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the…

The Audit Committee reviews and discusses with Company management key processes and risk indicators, progress on plans to address key risks, and any material changes in threat landscapes or risk posture which could negatively affect our business. Cybersecurity Risk Management Positions or Committees Responsible [Flag] true Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Director of Internal Security and Technical Support Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The Audit Committee reviews and discusses with Company management key processes and risk indicators, progress on plans to address key risks, and any material changes in threat landscapes or risk posture which could negatively affect our business. 30, 2026 Summary of Significant Accounting Policies Use of Estimates Use of Estimates The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to going concern, current expected credit loss, allowance of deferred tax asset, useful lives and impairment of long-lived assets, valuation of intangible assets acquired and impairment of goodwill. Actual results may materially differ from these estimates.

The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to going concern, current expected credit loss, allowance of deferred tax asset and valuation of inventories. Actual results may materially differ from these estimates.

The goodwill are impaired due to uncertainty of recoverability in the future. The goodwill $ 1,742,577 are fully impaired during the year ended May 31, 2025. In January 2017, the FASB issued Accounting Standards Update No.

The goodwill are impaired due to uncertainty of recoverability in the future. The goodwill $ 1,742,577 were fully impaired during the year ended May 31, 2025. In January 2017, the FASB issued Accounting Standards Update No.