Iren (IREN) 10-K: Risk Factors Changes Lead 27 August 2026 Filing Roundup

The Company has no obligation to sell any Ordinary shares under the A&R Sales Agreement. The obligations of the A&R Sales Agents under the A&R Sales Agreement to sell the Company’s Ordinary shares are subject to a number of conditions that the Company must meet. Sales of the Company’s Ordinary shares, if any, under the prospectus supplement and the base prospectus will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.

RISK FACTORS An investment in our Ordinary shares is subject to a number of risks. You should carefully consider the following risk factors, which should be read in conjunction with all the other information presented in this Annual Report.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company…

RISK FACTORS An investment in our Ordinary shares is subject to a number of risks. You should carefully consider the following risk factors, which should be read in conjunction with all the other information presented in this Annual Report. It is important to note that subsequent developments may impact their relevance.

Our HPC and AI services include AI Cloud Services, launched in 2024, that generates revenue by providing access to cloud-based GPU computing to customers for AI training and inference workloads. Our Data Centers We are a vertically integrated business, and currently own and operate our computing hardware (consisting of Bitcoin mining ASICs and AI Cloud Services GPUs) as well as our electrical infrastructure and data centers. We generally target development of data centers in regions where there are low-cost and attractive renewable energy sources, with over 80% of our operating data center capacity located in the United States.

BUSINESS Our Company IREN is a vertically integrated AI Cloud Services platform, delivering data centers, compute and software for AI training and inference. We own and operate all three layers of the AI Cloud Services stack: the data center layer, the compute layer and the software layer. • The data center layer includes the land, power, substations, buildings and cooling that form the physical foundation of our AI Cloud Services platform. • The compute layer includes the GPUs, CPUs, storage, servers and networking deployed within that data center infrastructure. • The software layer includes the managed services and enterprise support that enables customers to deploy, operate and manage AI workloads.

Our platform is designed to address these problems. Our company is predicated on the principles of simplicity, transparency, and putting people first. Since our founding, we have charged $0 in late fees for missed payments.

Our solutions, which are built on trust and transparency, are designed to make it easier for consumers to spend and save responsibly and with confidence, easier for merchants and commerce platforms to convert sales and grow, and easier for commerce to thrive. Our Business Our company is predicated on the principles of simplicity, transparency, and putting people first. Since our founding, we have charged $0 in late fees for missed payments.

Our proprietary technology’s ability to price and assess risk at a transaction level provides a unique advantage compared to legacy payment and credit systems. Our approach to risk management is core to our business model and has led to lower fraud rates, higher approval rates compared to traditional credit underwriting models, and lower credit losses. Our models have been built on extensive data points, including data from approximately 343 million loans.

Our proprietary technology’s ability to price and assess risk at a transaction level provides a unique advantage compared to legacy payment and credit systems. Our approach to risk management is core to our business model and has contributed to lower fraud rates, higher approval rates, and lower credit losses compared to traditional credit underwriting models serving customers with similar credit risk profiles. Our models have been built on extensive data points, including data from approximately 553 million loans to date.

BUSINESS The Company Accuray Incorporated is a radiation therapy company that develops, manufactures, sells and supports market-changing solutions that are designed to deliver radiation treatments for even the most complex cases, while making commonly treatable cases even more straightforward, to meet the full spectrum of patient needs. We believe in comparison to conventional linear accelerators, our treatment delivery, planning, and data management solutions provide better accuracy, flexibility, and control; fewer treatments with shorter treatment times; and the technology to expand beyond cancer, making it easier for clinical teams around the world to provide treatments that help patients get back to living their lives, faster.

BUSINESS The Company Accuray Incorporated is a radiation therapy company that develops, manufactures, sells and supports treatment delivery, planning, imaging and data management solutions designed to help clinical teams deliver precise radiation treatments across a broad range of clinical cases. Our portfolio includes the CyberKnife robotic platform and a differentiated helical portfolio that includes the Accuray Stellar, Radixact, Accuray Helix and Tomo C Systems, where available.

Diagnostic-like quality kVCT images enable better visualization of tumors, dose verification and re-planning. We launched ClearRT™ helical kVCT imaging technology for the Radixact System, and have also made this advanced imaging available on the Accuray Helix and Tomo C systems. ClearRT helical kVCT enables high-fidelity imaging, providing clinicians with an option to produce exceptional diagnostic-like quality CT images, quickly and cost-effectively, to improve patient care.

BUSINESS The Company Accuray Incorporated is a radiation therapy company that develops, manufactures, sells and supports treatment delivery, planning, imaging and data management solutions designed to help clinical teams deliver precise radiation treatments across a broad range of clinical cases. Our portfolio includes the CyberKnife robotic platform and a differentiated helical portfolio that includes the Accuray Stellar, Radixact, Accuray Helix and Tomo C Systems, where available. We believe these solutions provide clinicians with advanced capabilities to support accuracy, flexibility, motion management, image guidance, adaptive workflows and personalized treatment delivery.

R ISK FACTORS Risk Factors Summary Our business is subject to numerous risks and uncertainties, including those highlighted in Part I, Item 1A titled “Risk Factors.” These risks include, but are not limited to, the following: Risks related to our business and results of operations • We face risks related to the current global economic environment, which could adversely affect our business, financial condition and results of operations. • If our products do not achieve widespread market acceptance, we will not be able to generate the revenue necessary to support our business. • Our ability to achieve profitability depends in part on maintaining or increasing our gross margins on product sales and services, which we may not be able to achieve. • We have substantial indebtedness and may incur other debt in the future, which may adversely affect our financial…

RISK FACTORS Risk Factors Summary Our business is subject to numerous risks and uncertainties, including those highlighted in Part I, Item 1A titled “Risk Factors.” These risks include, but are not limited to, the following: Risks related to our business and results of operations ● We face risks related to the current global economic environment, which could adversely affect our business, financial condition and results of operations. ● If our products do not achieve widespread market acceptance, we will not be able to generate the revenue necessary to support our business. ● Our ability to achieve profitability depends in part on maintaining or increasing our gross margins on product sales and services, which we may not be able to achieve. ● We have substantial indebtedness and may incur other debt in the future, which may adversely affect our financial condition and future financial results. In the past, we have not been in compliance with certain financial covenants relating to our indebtedness and have been required to obtain waivers or amend existing agreements governing our indebtedness to avoid defaulting under such indebtedness. ● Uncertainty or volatility in trade policy as well as enhanced international tariffs, including tariffs imposed by the United States and China that affect our products or components within our products, other trade barriers or a global trade war could decrease the volume of product sales in China and increase our costs and materially and adversely affect our business financial condition and results of operations. ● Our operating results, including our cash flows, quarterly orders, revenues and margins fluctuate from quarter to quarter and may be unpredictable. ● Our industry is subject to intense competition and rapid technological change, which may result in products or new tumor treatments that are superior to the CyberKnife and TomoTherapy platforms. If we are unable to anticipate or keep pace with changes in the marketplace and the direction of technological innovation and customer demands, our products may become obsolete or less useful and our operating results will suffer. ● We are subject to risks arising from our international operations, which may adversely affect our business, financial condition, and results of operations. ● Our results have been and may continue to be impacted by changes in foreign currency exchange rates. ● If we encounter manufacturing problems, or if our manufacturing facilities do not continue to meet federal, state or foreign manufacturing standards, we may be required to temporarily cease all or part of our manufacturing operations, which would result in delays and lost revenue. ● If we are unable to develop new products or enhance existing products to meet our customers’ needs and compete favorably in the market, we may be unable to attract or retain customers. ● If we do not effectively manage our growth, our business may be significantly harmed. ● We could become subject to product liability claims, product recalls, other field actions and warranty claims that could be expensive, divert management’s attention and harm our business. ● Our reliance on single-source suppliers for critical components of our products could harm our ability to meet demand for our products in a timely and cost effective manner. ● We depend on key employees, the loss of whom would adversely affect our business.

Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof. Additionally, statements concerning future matters such as our expected earnings, revenues, expenses and financial condition, our expectations with respect to the development of new products, and other statements regarding matters that are not historical are forward-looking statements. We have based our forward-looking statements on management’s current expectations and projections about trends affecting our business and industry and other future events.

Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof. Additionally, statements concerning future matters such as our expected earnings, revenues, expenses and financial condition, our growth strategy, our expectations with respect to the development and customer acceptance of new products, our expectations concerning the future potential and development of our primary vertical markets, the expected benefits of our recent acquisition of the Industrial IoT business of Vecima Networks, and other statements regarding matters that are not historical are forward-looking statements. We have based our forward-looking statements on management’s current expectations and projections about trends affecting our business and industry and other future events.

We qualify all of our forward-looking statements by these cautionary statements. ii PART I ITEM 1. BUSINESS Overview Lantronix Inc. (Nasdaq: LTRX) is a global leader in Edge AI and Industrial Internet of Things (“IoT”) solutions, delivering intelligent computing, secure connectivity, and remote management for mission-critical applications. Serving high-growth markets, including smart cities, enterprise information technology (“IT”), and commercial and defense unmanned systems, we enable customers to optimize operations and accelerate digital transformation.

We qualify all of our forward-looking statements by these cautionary statements. ii PART I ITEM 1. BUSINESS Overview Lantronix, Inc. is a global leader in Edge AI and Industrial IoT solutions that power National Defense Authorization Act (“NDAA”)-compliant unmanned systems, critical infrastructure and resilient enterprise networks. We deliver intelligent computing, secure connectivity, and remote management for mission-critical applications, enabling customers to optimize operations, enhance security and accelerate digital transformation.

BUSINESS Overview Lantronix Inc. (Nasdaq: LTRX) is a global leader in Edge AI and Industrial Internet of Things (“IoT”) solutions, delivering intelligent computing, secure connectivity, and remote management for mission-critical applications. Serving high-growth markets, including smart cities, enterprise information technology (“IT”), and commercial and defense unmanned systems, we enable customers to optimize operations and accelerate digital transformation.

BUSINESS Overview Lantronix, Inc. is a global leader in Edge AI and Industrial IoT solutions that power National Defense Authorization Act (“NDAA”)-compliant unmanned systems, critical infrastructure and resilient enterprise networks. We deliver intelligent computing, secure connectivity, and remote management for mission-critical applications, enabling customers to optimize operations, enhance security and accelerate digital transformation.

Exhibits, Financial Statement Schedules 57 Signatures 60 5 PART I ITEM 1 — BUSINESS Overview LifeVantage Corporation (the “Company,” “LifeVantage,” “we,” “us,” or “our”) is a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. LifeVantage is dedicated to helping people achieve their health, wellness and financial goals.

Exhibits, Financial Statement Schedules 68 Signatures 72 7 PA RT I ITEM 1 — B USINESS Overview LifeVantage Corporation (the “Company,” “LifeVantage,” “we,” “us,” or “our”) is a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. LifeVantage is dedicated to helping people achieve their health, wellness and financial goals.

We provide quality, scientifically validated products to customers and independent consultants as well as a financially rewarding commission-based direct sales opportunity to our independent consultants. We sell our products in the United States, Mexico, Japan, Australia, Hong Kong, Canada, Thailand, the United Kingdom, the Netherlands, Germany, Taiwan, Austria, Spain, Ireland, Belgium, New Zealand, and Singapore. We also sell our products in a number of countries to customers for personal consumption only.

We provide quality, scientifically validated products to customers and independent consultants as well as a financially rewarding commission-based direct sales opportunity to our independent consultants. We sell our products in the United States, Mexico, Canada, Japan, Taiwan, Thailand, Australia, New Zealand, the United Kingdom, the Netherlands, Germany, Austria, Spain, Ireland, Belgium, Iceland, and Portugal. We also sell our products in a number of countries to customers for personal consumption only.

Exhibits, Financial Statement Schedules 57 Signatures 60 5 PART I ITEM 1 — BUSINESS Overview LifeVantage Corporation (the “Company,” “LifeVantage,” “we,” “us,” or “our”) is a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. LifeVantage is dedicated to helping people achieve their health, wellness and financial goals.

Exhibits, Financial Statement Schedules 68 Signatures 72 7 PA RT I ITEM 1 — B USINESS Overview LifeVantage Corporation (the “Company,” “LifeVantage,” “we,” “us,” or “our”) is a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. LifeVantage is dedicated to helping people achieve their health, wellness and financial goals.

Interest expense consists of interest charged under our outstanding debt and amortization of deferred financing costs on our credit facilities. Other income or expense can include ad justments to our tax receivable agreement liability and sublease income. Income Taxes Malibu Boats, Inc. is subject to U.S. federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of the LLC.

Interest expense consists of interest charged under our outstanding debt and amortization of deferred financing costs on our credit facilities. Other income or expense can include ad justments to our tax receivable agreement liability and changes to the fair value of the contingent earnout liability as well as foreign currency translation gain/loss on the contingent earnout liability. Income Taxes Malibu Boats, Inc. is subject to U.S. federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of the LLC.

Maverick Boat Group is taxed as a C corporation for U.S. income tax purposes and is separately subject to both federal and state taxation at a corporate level. The Company files various federal and state tax returns, including some returns that are consolidated with subsidiaries. The Company accounts for the current and deferred tax effects of such returns using the asset and liability method.

Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income. Saxdor files income tax returns in Finland and Poland. Net Income (Loss) Attributable to Non-controlling Interest As of June 30, 2026 and 2025, we had a 98.6% controlling economic interest and 100% voting interest in the LLC and, therefore, we consolidate the LLC’s operating results for financial statement purposes.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview 39 Outlook 40 Factors Affecting Our Results of Operations 40 Components of Results of Operations 42 Results of Operations 43 GAAP Reconciliation of Non-GAAP Financial Measures 48 Liquidity and Capital Resources 51 Critical Accounting Policies 54 New Accounting Pronouncements 57 Overview We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive and outboard boats. Our product portfolio of premium brands is used for a broad range of recreational boating activities including, among others, water sports, such as water skiing, wakeboarding and wake surfing, as well as general recreational boating and fishing.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview 41 Outlook 42 Factors Affecting Our Results of Operations 43 Components of Results of Operations 45 Results of Operations 46 GAAP Reconciliation of Non-GAAP Financial Measures 52 Liquidity and Capital Resources 56 Critical Accounting Policies 59 New Accounting Pronouncements 63 Overview We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive, outboard boats, and premium adventure dayboats. Our product portfolio of premium brands is used for a broad range of recreational boating activities including, among others, water sports, such as water skiing, wakeboarding and wake surfing, as well as general recreational boating and fishing.

Discussion regarding our financial condition and results of operations for fiscal 2024 compared with fiscal 2023 is included in Item 7 of the Annual Report on Form 10-K for the fiscal period ended June 30, 2024. Overview Lucky Strike Entertainment Corporation is one of the world’s premier operators of location-based entertainment. The Company operates traditional bowling locations and more upscale entertainment concepts with lounge seating, arcades, enhanced food and beverage offerings, and more robust customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting.

Discussion regarding our financial condition and results of operations for fiscal 2025 compared with fiscal 2024 is included in Item 7 of the Annual Report on Form 10-K for the fiscal period ended June 29, 2025. Overview Lucky Strike Entertainment is one of the world’s premier operators of location-based entertainment. The Company operates traditional bowling locations under its AMF brand, as well as more upscale entertainment venues under its Lucky Strike and Bowlero brands, featuring lounge seating, arcades, enhanced food and beverage offerings, and elevated customer service for both individuals and group events.

Overview Lucky Strike Entertainment Corporation is one of the world’s premier operators of location-based entertainment. The Company operates traditional bowling locations and more upscale entertainment concepts with lounge seating, arcades, enhanced food and beverage offerings, and more robust customer service for individuals and group events, as well as hosting and overseeing professional and non-professional bowling tournaments and related broadcasting. The Company also operates other forms of location-based entertainment, such as FEC’s and water parks, which include Octane Raceway, Raging Waves water park, Shipwreck Island water park, Big Kahuna’s water park and Boomers Parks.

Overview Lucky Strike Entertainment is one of the world’s premier operators of location-based entertainment. The Company operates traditional bowling locations under its AMF brand, as well as more upscale entertainment venues under its Lucky Strike and Bowlero brands, featuring lounge seating, arcades, enhanced food and beverage offerings, and elevated customer service for both individuals and group events. The Company also hosts and oversees professional and non-professional bowling tournaments and related broadcasting activities.

Risk Factors In addition to the other information contained in this Annual Report on Form 10-K, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in this Annual Report on Form 10-K before investing in our securities. The risk factors described below disclose both material and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods or are not identified because they are generally common to businesses.

Risk Factors In addition to the other information contained in this Annual Report on Form 10-K, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in this Annual Report on Form 10-K before investing in our securities. The risk factors described below disclose material risks to the Company and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods or are not identified because they are generally common to businesses.

15 Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results. Business and Operational Risk Factors • Our sales cycle may be lengthy, and the timing of sales, along with additional services such as network design, installation and implementation of our products within our customers’ networks, may extend over more than one period, which can make our operating results more volatile and difficult to predict and can complicate the proper recognition of revenue on more complex sales transactions. • Our success will depend on new products introduced to the marketplace in a timely manner, successfully completing product transitioning and achieving customer acceptance. • We rely on various third-party service partners to help complement our global operations, and failure to adequately manage these relationships could adversely impact our financial…

16 Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results. Business and Operational Risk Factors • Our sales cycle may be lengthy, and the timing of sales, along with additional services such as network design, installation and implementation of our products within our customers’ networks, may extend over more than one period, which can make our operating results more volatile and difficult to predict and can complicate the proper recognition of revenue on more complex sales transactions. • Our success will depend on new products introduced to the marketplace in a timely manner, successfully completing product transitioning and achieving customer acceptance. • We rely on various third-party service partners to help complement our global operations, and failure to adequately manage these relationships could adversely impact our financial results and relationships with customers. • We continually evaluate the optimal mix and location of our manufacturing assets and our third-party contract manufacturer assets, and any movement or re-allocation of these manufacturing assets may not be successful, could disrupt our operations, cause us to incur increased costs, and adversely affect our business and our operating results. • We must respond to rapid technological change and comply with evolving industry standards and requirements for our products to be successful. • Our development and use of AI and ML technologies, and their use by our competitors, customers and threat actors, present operational, competitive, legal and reputational risks. • Our average sales prices may decline in the future. • Credit and commercial risks and exposures could increase if the financial condition of our customers declines. • Our restructuring actions could harm our relationships with our employees and impact our ability to recruit new employees. • Our business could be adversely affected if we are unable to attract and retain key personnel. • We face strong competition for maintaining and improving our position in the market, which can adversely affect our revenue growth and operating results. • Our ability to sell our products and compete successfully is highly dependent on the quality of our customer service and support, and our failure to offer high quality service and support could have a material adverse effect on our sales and results of operations. • Product performance problems, including undetected errors in our hardware or software, or deployment delays could harm our business and reputation. • If we fail to accurately forecast our manufacturing requirements or customer demand, we could incur additional costs, which would adversely affect our business and results of operations. • If we fail to effectively manage our contract manufacturer relationships, we could incur additional costs or be unable to timely fulfill our customer commitments, which would adversely affect our business and results of operations and, in the event of an inability to fulfill commitments, would harm our customer relationships. • We depend on sole or limited sources and geographies for some key components and failure to receive timely delivery of any of these components could result in deferred or lost sales. • Because a significant amount of our revenue may come from a limited number of customers, the termination of any of these customer relationships may adversely affect our business. • We continually evaluate strategic transaction opportunities which could involve merger, divestiture, sale and/or acquisition activities that could disrupt our operations and harm our operating results, and may require management to devote significant attention and resources to achieve strategic transactions. 17 Financial and Macroeconomic Risk Factors • Due to the volume of our international sales, we may be susceptible to a number of political, economic, financial and geographic risks that could harm our business. • There are inherent limitations on the effectiveness of our controls and if we fail to implement and maintain effective internal control over financial reporting, it could adversely impact our business, results of operations, investor confidence and our stock price. • We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders. • The effects of global financial and economic conditions in certain markets and of certain economies and sovereign states have had, and may continue to have, significant effects on our customers and suppliers, and has in the past, and may in the future have, a material adverse effect on our business, operating results, financial condition and stock price. • Changes in tax laws, treaties, rulings, regulations or agreements, or their interpretation in any country in which we operate; any loss of a material tax dispute; a successful challenge to our operating structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries; or other factors could cause volatility in our effective tax rate and could adversely affect our operating results. • Our ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes and other tax benefits may be limited.

16 Financial and Macroeconomic Risk Factors • Due to the volume of our international sales, we may be susceptible to a number of political, economic and geographic risks that could harm our business. • There are inherent limitations on the effectiveness of our controls and if we fail to implement and maintain effective internal control over financial reporting, it could adversely impact our business, results of operations, investor confidence and our stock price. • We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders. • The effects of global financial and economic conditions in certain markets and of certain economies and sovereign states have had, and may continue to have, significant effects on our customers and suppliers, and has in the past, and may in the future have,…

17 Financial and Macroeconomic Risk Factors • Due to the volume of our international sales, we may be susceptible to a number of political, economic, financial and geographic risks that could harm our business. • There are inherent limitations on the effectiveness of our controls and if we fail to implement and maintain effective internal control over financial reporting, it could adversely impact our business, results of operations, investor confidence and our stock price. • We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders. • The effects of global financial and economic conditions in certain markets and of certain economies and sovereign states have had, and may continue to have, significant effects on our customers and suppliers, and has in the past, and may in the future have, a material adverse effect on our business, operating results, financial condition and stock price. • Changes in tax laws, treaties, rulings, regulations or agreements, or their interpretation in any country in which we operate; any loss of a material tax dispute; a successful challenge to our operating structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries; or other factors could cause volatility in our effective tax rate and could adversely affect our operating results. • Our ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes and other tax benefits may be limited. Legal and Regulatory Risk Factors • Geopolitical tensions, armed conflicts, changes in trade policies, and disruptions to global supply chains may adversely affect our business, financial condition, and results of operations. • If we are unable to adequately protect our intellectual property rights, we may be deprived of legal recourse against those who misappropriate our intellectual property. • If sufficient radio frequency spectrum is not allocated for use by our products, or we fail to obtain regulatory approval for our products, our ability to market our products may be restricted. • Our business is subject to changing regulation of corporate governance, public disclosure and anti-bribery measures which have resulted in increased costs and may continue to result in additional costs or potential liabilities in the future. • Our products are used in critical communications networks which may subject us to significant liability claims. • We may be subject to litigation regarding our intellectual property. This litigation could be costly to defend and resolve and could prevent us from using or selling the challenged technology. • We are subject to laws, rules, regulations and policies regarding data privacy and cybersecurity.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Aviat’s Annual Report on Form 10-K for the fiscal year ended June 28, 2024, filed with the SEC on October 4, 2024. Liquidity, Capital Resources and Financial Strategies Sources of Cash As of June 27, 2025, the Company’s total cash and cash equivalents were $59.7 million.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Aviat’s Annual Report on Form 10-K for the fiscal year ended June 27, 2025, filed with the SEC on September 10, 2025. Liquidity, Capital Resources and Financial Strategies Sources of Cash As of July 3, 2026, the Company’s total cash and cash equivalents were $72.8 million.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.

We expect to raise additional capital through, among other things, the sale of equity or debt securities. Year ended June 30, 2025 compared to period from Inception (July 25, 2023) to June 30, 2024 Revenue During the year ended June 30, 2025, the Company had $92,000 in revenue compared to $0 during the period from Inception (July 25, 2023) to June 30, 2024. Operating Expenses During the year ended June 30, 2025, we incurred total expenses and professional fees of $45,211 compared to $5,494 during the period from Inception (July 25, 2023) to June 30, 2024.

We expect to raise additional capital through, among other things, the sale of equity or debt securities. Year ended June 30, 2026 compared to year ended June 30, 2025 Revenue During the year ended June 30, 2026, the Company reported revenue of $66,920, compared to revenue of $92,000 during the year ended June 30, 2025. Operating Expenses During the year ended June 30, 2026, we incurred total expenses and professional fees of $41,772 compared to $45,211 during the year ended June 30, 2025.

Overview We are a designer, developer and global supplier of a broad portfolio of power semiconductors. Our portfolio of power semiconductors includes approximately 2,800 products, and has grown with the introduction of over 100 new products in the fiscal year ended June 30, 2025, and over 100 and 60 new products in the fiscal years ended June 30, 2024 and 2023, respectively. Our teams of scientists and engineers have developed extensive intellectual properties and technical knowledge that encompass major aspects of power semiconductors, which we believe enables us to introduce and develop innovative products to address the increasingly complex power requirements of advanced electronics.

Overview We are a designer, developer and global supplier of a broad portfolio of power semiconductors. Our portfolio of power semiconductors includes approximately 2,900 products, and has grown with the introduction of over 70 new products in the fiscal year ended June 30, 2026, and over 100 new products in each of the fiscal years ended June 30, 2025 and 2024, respectively. Our teams of scientists and engineers have developed extensive intellectual properties and technical knowledge that encompass major aspects of power semiconductors, which we believe enables us to introduce and develop innovative products to address the increasingly complex power requirements of advanced electronics.

We believe our in-house packaging and testing capability provide us with a competitive advantage in proprietary packaging technology, product quality, cost and sales cycle time. As of June 30, 2025, we owned approximately 39.2% of outstanding equity interest in a joint venture company (the “JV Company”) that operates a power semiconductor packaging, testing and 12-inch wafer fabrication facility (“Fab”, “Chongqing Fab” ) in the LiangJiang New Area of Chongqing, China, and the JV Company is an important supplier of wafers and assembly and test services to us. On December 30, 2024, the JV Company signed an investment agreement with an investor, pursuant to which the investor agreed to invest RMB 500 million (or $68.5 million based on the currency exchange rate between RMB and 1 U.S.

We believe our in-house packaging and testing capability provide us with a competitive advantage in proprietary packaging technology, product quality, cost and sales cycle time. We hold a minority equity interest in a power semiconductor packaging, testing and 12-inch wafer fabrication facility (the “JV Company”) in the LiangJiang New Area of Chongqing, China, which provides us with significant level of foundry and packaging capacity to enable us to develop and manufacture our products. Pursuant to an agreement with the JV Company and other shareholders of the JV Company, the JV Company is committed to providing us with a specified level of monthly wafer production capacity.

Our portfolio of products targets high-volume applications, including personal computers, graphic cards, game consoles, home appliances, power tools, smart phones, battery packs, consumer and industrial motor controls and power supplies for computers, servers and telecommunications equipment. During fiscal year 2025, we accelerated the development of new technology platforms which allowed us to introduce 33 medium and high voltage MOSFET products, targeting primarily the power supply markets and industrial markets, as well as 11 low voltage MOSFET products primarily for the communication market. In addition, we introduced 38 Power IC new products for computing applications, communication and consumer markets.

Our portfolio of products targets high-volume applications, including personal computers, graphic cards, game consoles, home appliances, power tools, smart phones, battery packs, consumer and industrial motor controls and power supplies for computers, servers and telecommunications equipment. During fiscal year 2026, we accelerated the development of new technology platforms which allowed us to introduce 20 medium and high voltage MOSFET products, targeting primarily the power supply markets and industrial markets, 8 low voltage MOSFET products primarily for the communication market, as well as 32 Power IC products for computing applications market. Our business model leverages global resources, including research and development and manufacturing in the United States and Asia.