SWIM on Nasdaq

Latham Group, Inc.

In its 2026 annual report the company says: “We are the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand. It is our view that we are the most sought-after brand in the pool industry. Through this marketing strategy, we are able to create demand for our pools and to provide high quality, purchase-ready consumer leads to our dealer partners.”5 It is headquartered in Denver, United States.2

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Last updated Oct 21, 2026.

Overview

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  • TickerSWIM on Nasdaq2
  • IndustryPlastics Products, NEC2
  • HeadquartersDenver, United States2
  • Incorporated inNY3
  • Business address787 Watervliet Shaker Road, Latham, Ny 121103
  • Filer category, Emerging growth company3
  • Legal formLimited Liability Company2
  • LEI254900VNOMVG7FIGPM372
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O TD CORPORATE SERVICES LLC, 45241 Cincinnati, United States2
  • Registered withCorporation Database (Ohio Secretary of State), 51028832

We are the largest designer, manufacturer, and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand. We hold the leading position in North America in every product category in which we compete. It is our view that we are the most sought-after brand in the pool industry. We are Latham, The Pool Company TM .5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

33.4%Gross margin6
5.6%Operating margin6
2.0%Net margin6
7.4%Revenue growth, 20256
2.7%Return on equity6
0.68×Debt to equity6
$38.0MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

In-Ground Swimming Pools brought in 48% of the revenue Latham Group, Inc. broke down this way in fiscal 2025.

  1. In-Ground Swimming Pools$262.0M648%up 1% from 2024
  2. Covers$160.8M629%up 22% from 2024
  3. Liners$123.2M623%up 4% from 2024
Products and services by year
Products and services202320242025
In-Ground Swimming Pools$297.8M$259.2M$262.0M
Covers$140.9M$131.3M$160.8M
Liners$127.7M$118.0M$123.2M

Regions

United States brought in 85% of the revenue Latham Group, Inc. broke down this way in fiscal 2025.

  1. United States$462.1M685%up 8% from 2024
  2. CA [member]$50.1M69%up 4% from 2024
  3. AUMember$21.8M64%up 2% from 2024
  4. NZ$6.3M61%up 10% from 2024
  5. Other Geographic Areas$5.7M61%up 47% from 2024
Regions by year
Regions202320242025
United States$475.0M$429.3M$462.1M
CA [member]$58.4M$48.1M$50.1M
AUMember$22.5M$21.5M$21.8M
NZ$6.0M$5.7M$6.3M
Other Geographic Areas$4.5M$3.9M$5.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue67¢$363.8M
  • Selling, general and admin22¢$122.6M
  • Other costs8¢$46.0M
  • Income tax0¢$2.4M
  • Profit2¢$11.1M

Out of $545.9M in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Capital spending40¢$25.4M
  • Kept or used elsewhere60¢$38.0M

Out of $63.4M of cash from operations.6

Financial statements

Revenue789106$545.9M in 2025+72% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $318.0M$318.0M20192020: $403.4M$403.4M2020+27%2021: $630.5M$630.5M2021+56%2022: $695.7M$695.7M2022+10%2023: $566.5M$566.5M2023−19%2024: $508.5M$508.5M2024−10%2025: $545.9M$545.9M2025+7%
Gross profit789106$182.1M in 2025+86% since 2019
0$100.0M$200.0M$300.0M2019: $98.2M$98.2M20192020: $142.8M$142.8M2020+45%2021: $204.2M$204.2M2021+43%2022: $216.5M$216.5M2022+6%2023: $152.9M$152.9M2023−29%2024: $153.7M$153.7M2024+1%2025: $182.1M$182.1M2025+18%
Operating income789106$30.6M in 2025+22% since 2019
-$40.0M-$20.0M0$20.0M$40.0M2019: $25.1M$25.1M20192020: $39.9M$39.9M2020+59%2021: -$36.2M-$36.2M20212022: $30.0M$30.0M20222023: $16.1M$16.1M2023−46%2024: $18.3M$18.3M2024+13%2025: $30.6M$30.6M2025+67%
Net income789106$11.1M in 2025+49% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M0$20.0M2019: $7.5M$7.5M20192020: $16.0M$16.0M2020+114%2021: -$62.3M-$62.3M20212022: -$5.7M-$5.7M2022−91%2023: -$2.4M-$2.4M2023−58%2024: -$17.9M-$17.9M2024+648%2025: $11.1M$11.1M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Net sales$545.9M$508.5M$566.5M
Cost of sales$363.8M$354.8M$413.5M
Gross profit$182.1M$153.7M$152.9M
Selling, general, and administrative expense$122.6M$108.4M$110.3M
Amortization$28.9M$27.1M$26.5M
Income from operations$30.6M$18.3M$16.1M
Interest expense, net$25.8M$24.8M$30.9M
Other (income) expense, net-$3.5M$6.2M-$1.0M
Total other expense, net$22.3M$31.1M$29.9M
Earnings from equity method investment$5.2M$4.1M$3.7M
Income (loss) before income taxes$13.5M-$8.7M-$10.1M
Income tax expense (benefit)$2.4M$9.1M-$7.7M
Net income (loss)$11.1M-$17.9M-$2.4M
Basic (in usd per share)$0.10-$0.15-$0.02
Diluted (in usd per share)$0.09-$0.15-$0.02
Basic (in shares)116.4M shares115.4M shares112.9M shares
Diluted (in shares)119.8M shares115.4M shares112.9M shares

Compare Latham Group, Inc. with another company

Corporate structure

Latham Group, Inc. sits at the top of its group. 16 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Latham Group, Inc.

  • Latham Group, Inc. Denver, Colorado, United States
    • 1 Latham International Holdings, Inc. Subsidiary · Delaware, United States
    • 10 Narellan Innovations Unit Trust New South Subsidiary · United Kingdom
    • 11 Narellan Innovations Pty Ltd New South Subsidiary · United Kingdom
    • 12 Narellan Pools (NZ) Pty Ltd Subsidiary · New Zealand
    • 13 GL International, LLC Subsidiary · Delaware, United States
    • 14 Trojan Leisure Products, LLC Subsidiary · New York, United States
    • 15 Coverstar Central, LLC. Subsidiary · Delaware, United States
    • 2 Latham International Manufacturing Corp. Subsidiary · Delaware, United States
    • 3 Latham Pool Products, Inc. Subsidiary · Delaware, United States
    • 4 Pacific Pools Europe S.à r.l. Subsidiary · France
    • 5 LPP US, LLC Subsidiary · Delaware, United States
    • 6 Latham Pool Products ULC/Produits de Piscine Latham ULC Subsidiary · Canada
    • 7 Narellan Group Pty Ltd New South Subsidiary · United Kingdom
    • 8 Narellan Pools Pty Ltd New South Subsidiary · United Kingdom
    • 9 Narellan Franchise Pty Ltd New South Subsidiary · United Kingdom

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Latham Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$203.0M6 Dec 31, 2025$174.7M6 Dec 31, 2024+16.2%
Accumulated depreciation$84.2M6 Dec 31, 2025$61.9M6 Dec 31, 2024+36.0%
Property and equipment, net$118.8M6 Dec 31, 2025$112.8M6 Dec 31, 2024+5.3%
Finance-lease assets$2.7M6 Dec 31, 2025$3.3M6 Dec 31, 2024−16.8%
Operating-lease assets (leased space)$30.7M6 Dec 31, 2025$28.3M6 Dec 31, 2024+8.7%

Investments

ItemLatestA year beforeChange
Stakes in other companies (equity method)$26.5M6 Dec 31, 2025$24.9M6 Dec 31, 2024+6.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$155.2M6 Dec 31, 2025$152.6M6 Dec 31, 2024+1.7%
Intangible assets, net (excluding goodwill)$268.1M6 Dec 31, 2025$292.9M6 Dec 31, 2024−8.5%
Finite-lived intangibles, gross$431.4M6 Dec 31, 2025$428.1M6 Dec 31, 2024+0.8%
Accumulated amortization$163.2M6 Dec 31, 2025$134.2M6 Dec 31, 2024+21.5%
Finite-lived intangibles, net$268.1M6 Dec 31, 2025$292.9M6 Dec 31, 2024−8.5%

Inventory

ItemLatestA year beforeChange
Inventory, total$74.9M6 Dec 31, 2025$77.1M6 Dec 31, 2024−2.8%
Raw materials$51.0M6 Dec 31, 2025$49.3M6 Dec 31, 2024+3.3%
Finished goods$24.0M6 Dec 31, 2025$27.8M6 Dec 31, 2024−13.8%

Properties, in its own words

As of December 31, 2025, we have approximately 30 locations across the United States, Canada, New Zealand and Australia, which are primarily for manufacturing, warehouse, storage and office space. Our headquarters is located in Latham, New York. We have a coast to coast network of nine fiberglass plants across continental North America and an additional three fiberglass plants in Australia and New Zealand. We lease most of these properties and/or own a portion of these properties.

We believe our facilities are adequate and suitable for our current needs.

Item 2 of the 10-K filed Mar 4, 2026.5

Leadership

Who has led Latham Group, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (26)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1 Latham International Holdings, Inc. Delaware4
  • 10 Narellan Innovations Unit Trust New South Wales4
  • 11 Narellan Innovations Pty Ltd New South Wales4
  • 12 Narellan Pools (NZ) Pty Ltd New Zealand4
  • 13 GL International, LLC Delaware4
  • 14 Trojan Leisure Products, LLC New York4
  • 15 Coverstar Central, LLC. Delaware4
  • 2 Latham International Manufacturing Corp. Delaware4
  • 3 Latham Pool Products, Inc. Delaware4
  • 4 Pacific Pools Europe S.à r.l. France4
  • 5 LPP US, LLC Delaware4
  • 6 Latham Pool Products ULC/Produits de Piscine Latham ULC Canada4
  • 7 Narellan Group Pty Ltd New South Wales4
  • 8 Narellan Pools Pty Ltd New South Wales4
  • 9 Narellan Franchise Pty Ltd New South Wales4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Latham Topco, Inc.Dec 15, 2020 to Feb 12, 20213

Timeline

  1. Aug 21, 20268-K Entered a material agreement; New debt or obligation43
  2. Aug 4, 20268-K Results of operations44
  3. May 5, 20268-K Results of operations; Executive or director change; Shareholder vote45
  4. Mar 4, 20268-K Results of operations46
  5. Mar 3, 20268-K Results of operations47
  6. Jan 12, 2026New chief executive Sean Gadd becomes CEO13
  7. Dec 8, 20258-K Executive or director change; Regulation FD disclosure48
  8. Nov 4, 20258-K Results of operations49
  9. Aug 5, 20258-K Results of operations; Executive or director change; Regulation FD disclosure50
  10. May 6, 20258-K Results of operations; Executive or director change; Shareholder vote51
  11. Mar 4, 20258-K Results of operations52
  12. Nov 20, 20248-K Regulation FD disclosure53
  13. Nov 5, 20248-K Results of operations54
  14. Aug 28, 2023Founded Latham Group, Inc. is founded2
  15. Apr 22, 2021New chief executive Scott Michael Rajeski becomes CEO14

Calendar

Coming up

  1. Nov 3, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.07 a share, on Nov 4, 2025.55

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results44
  2. May 5, 2026Reported quarterly or annual results45
  3. Mar 4, 2026Reported quarterly or annual results46
  4. Mar 3, 2026Reported quarterly or annual results47
  5. Nov 4, 2025Reported quarterly or annual results49
  6. Aug 5, 2025Reported quarterly or annual results50
  7. May 6, 2025Reported quarterly or annual results51
  8. Mar 4, 2025Reported quarterly or annual results52

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

292 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 42 major events, 172 insider forms, 19 large holders, 39 other. The latest 20:

  1. Oct 6, 2026SCHEDULE 13G/A EDGAR
  2. Sep 10, 20264 EDGAR
  3. Aug 21, 20268-K EDGAR
  4. Aug 19, 20263 EDGAR
  5. Aug 13, 2026SCHEDULE 13G/A EDGAR
  6. Aug 11, 2026144 EDGAR
  7. Aug 11, 20264 EDGAR
  8. Aug 5, 202610-Q EDGAR
  9. Aug 4, 20268-K EDGAR
  10. Jun 2, 2026SD EDGAR
  11. May 21, 20264 EDGAR
  12. May 21, 20264 EDGAR
  13. May 20, 20264 EDGAR
  14. May 20, 2026SCHEDULE 13G/A EDGAR
  15. May 15, 2026SCHEDULE 13G/A EDGAR
  16. May 6, 2026S-8 EDGAR
  17. May 6, 202610-Q EDGAR
  18. May 5, 20268-K EDGAR
  19. May 4, 20264 EDGAR
  20. May 4, 20264 EDGAR

The 292 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

38 open-market trades by officers, directors and large owners since October 2021: 13 buys and 25 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 20, 2026Gloe Oliver C.CHIEF FINANCIAL OFFICERBuy15,050$4.90$73.7KForm 4
May 19, 2026Cline James EDirectorBuy50,000$4.84$242.0KForm 4
Aug 22, 2025DELLAQUILA FRANK JDirectorBuy5,000$8.24$41.2KForm 4
May 15, 2025Gloe Oliver C.CHIEF FINANCIAL OFFICERBuy13,500$6.10$82.3KForm 4
May 12, 2025Cline James EDirectorSale4,417$6.45$28.5KForm 4
May 9, 2025Cline James EDirectorSale45,583$5.95$271.2KForm 4
Mar 14, 2025WC PARTNERS EXECUTIVE IV, L.P.10% ownerSale105,250$6.54$688.3KForm 4
Mar 14, 2025WYNNCHURCH CAPITAL PARTNERS IV, L.P.10% ownerSale3,494,750$6.54$22.9MForm 4
Dec 11, 2024Rajeski Scott MichaelCHIEF EXECUTIVE OFFICERSale22,191$8.34$185.0KForm 4
Nov 11, 2024Bahl SanjeevCHIEF OPERATING OFFICERSale11,750$5.90$69.3KForm 4
Nov 11, 2024Gloe Oliver C.CHIEF FINANCIAL OFFICERBuy9,000$5.73$51.6KForm 4
Oct 31, 2024Gloe Oliver C.CHIEF FINANCIAL OFFICERSale10,216$6.44$65.8KForm 4
Aug 26, 2024Rajeski Scott MichaelCHIEF EXECUTIVE OFFICERSale25,851$6.54$169.1KForm 4
Aug 16, 2024Rajeski Scott MichaelCHIEF EXECUTIVE OFFICERSale33,000$6.09$201.0KForm 4
Aug 9, 2024Kunchala SurajVICE PRESIDENT & CONTROLLERSale10,139$5.06$51.3KForm 4
Aug 9, 2024Sheller Patrick MGENERAL COUNSEL & SECRETARYSale3,942$5.08$20.0KForm 4
Mar 15, 2024Gloe Oliver C.CHIEF FINANCIAL OFFICERBuy27,500$2.92$80.3KForm 4
Mar 4, 2024Rajeski Scott MichaelCHIEF EXECUTIVE OFFICERSale24,913$3.05$76.0KForm 4
Mar 4, 2024Dhruv Kaushal BhikheshCIO & CISOSale6,531$3.05$19.9KForm 4
Mar 4, 2024Cowley Joshua D.CHIEF COMMERCIAL OFFICERSale14,650$3.05$44.7KForm 4

All 38 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Scott M. RajeskiFormer President and Chief Executive Officer$500.0K$1.8M61
2025Oliver C. GloeChief Financial Officer51$435.0K$1.1M61
2025Sanjeev BahlChief Operating Officer55$385.0K$1.0M61
2024Scott M. RajeskiFormer President and Chief Executive Officer$465.0K$2.3M61
2024Oliver C. GloeChief Financial Officer51$420.0K$1.4M61

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Pamplona Capital Management, LLC51,845,685$335.4M92.8%No change
Wellington Management Group Llp11,364,049$73.5M0.0%+2,201,843
ACK Asset Management LLC5,660,000$36.6M4.3%+500,000
Keybank National Association/oh4,092,908$26.5M0.1%+7
Dimensional Fund Advisors LP3,791,852$24.5M0.0%+421,706
BlackRock, Inc.3,637,085$23.5M0.0%+368,177
Fmr LLC3,340,116$21.6M0.0%−329,474
Wasatch Advisors LP2,524,359$16.3M0.1%−47,129
Vanguard Capital Management LLC2,244,614$14.5M0.0%−58,765
Formula Growth Ltd1,375,082$8.9M3.1%+120,000
Geode Capital Management, LLC1,338,354$8.7M0.0%+175,225
Citadel Advisors LLC1,303,746$8.4M0.0%+475,201
Onex Canada Asset Management Inc.1,172,434$7.6M1.2%+47,508
State Street Corp1,066,158$6.9M0.0%+117,994
CAS Investment Partners, LLC922,639$6.0M0.3%−5,906
CenterBook Partners LP878,650$5.7M0.3%+45,941
Silvercrest Asset Management Group LLC872,522$5.6M0.0%−42,562
Roubaix Capital, LLC812,601$5.3M1.9%+151,564
Rice Hall James & Associates, LLC747,843$4.8M0.2%+225,172
Goldman Sachs Group Inc595,323$3.9M0.0%+4,386
Squarepoint Ops LLC574,790$3.7M0.0%+234,130
Polar Asset Management Partners Inc.558,700$3.6M0.1%New
Vanguard Portfolio Management LLC529,204$3.4M0.0%+55,439
Victory Capital Management Inc506,775$3.3M0.0%+141,025
Renaissance Technologies LLC452,900$2.9M0.0%−44,600

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Latham Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARLatham Group, Inc.1
  • CIK0001833197
  • Employer ID (EIN)83-27975835
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)3089 Plastics Products, NEC1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address787 Watervliet Shaker Road, Latham, NY 121101
  • Phone800-833-38001
  • Shares outstanding117,646,086 as of Jul 31, 202612
  • Public float$304.7M as of Jun 27, 20255
  • AuditorDeloitte & Touche LLP, Hartford, Connecticut PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceDec 15, 20201
  • Filings376 in all: 4 (186), 8-K (45), 3 (34), 10-Q (17), 144 (10), CORRESP (9), SC 13G/A (7), SCHEDULE 13G/A (7)1
    All 29 form types

    DEFA14A (6), UPLOAD (6), 10-K (5), DEF 14A (5), ARS (4), DRSLTR (4), SD (4), DRS/A (3), S-8 (3), SC 13G (3), 3/A (2), 424B4 (2), 8-K/A (2), DRS (2), EFFECT (2), S-1 (2), SCHEDULE 13G (2), 4/A (1), 8-A12B (1), CERT (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Mar 4, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Mar 20, 2026
    Latest 8-K (8-K) Aug 21, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareSWIMThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 4, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Latham Group, Inc. names in Item 1A of its 10-K filed Mar 4, 2026: 35 risks under these headings, as written.5

  • Risks Related to Our Operations and Industry
  • We rely on information technology systems to support our business operations. A significant disturbance or breach of our technological infrastructure could adversely affect our business, financial condition and results of operations. Additionally, failure to maintain the security of confidential information could damage our reputation and expose us to litigation.
  • Global political uncertainty and financial market volatility caused by political instability, changes in international trade relationships and conflicts could make it more difficult for us to access financing and could adversely affect our business and operations.
  • Inflation could adversely impact our financial condition and results of operations.
  • Changes in trade policies, including the imposition of or increase in tariffs, could negatively impact our business, financial condition, and results of operations.
  • Catastrophic events, including earthquakes, wildfires, floods, war, terrorism, public health emergencies, or other such events could adversely affect our business. financial condition and results of operations.
  • Adverse weather conditions could negatively impact our sales, as well as result in significant variability of sales in reporting periods.
  • An interruption of our production capability at one or more of our manufacturing facilities from accident, calamity or other causes, or events affecting the global economy, could adversely affect our business and results of operations.
  • Net sales of our swimming pools and related products are adversely affected by unfavorable economic conditions and the related impact on consumer spending, which are driven by factors outside of our control.
  • Our ability to keep pace with rapidly evolving technological developments and standards, such as generative artificial intelligence, could impact our future growth and increase our costs and liability risk.
  • Declining home ownership rates could lead to reduced demand for our products and adversely affect our business, financial condition and results of operations.
  • The nature of our business subjects us to compliance with employment, environmental, health, transportation, safety, anti-corruption, trade, and other governmental regulations.
The other 24 risks
  • Delays in, or systems disruptions issues caused by, the implementation of our new enterprise resource planning system could adversely affect our operations and results of operations.
  • We depend on a global network of third-party suppliers to provide components and raw materials essential to the manufacturing of our pools and price increases or deviations in the quantity or quality of the raw materials used to manufacture our products could adversely affect our net sales and operating results.
  • We face competition both from within our industry and from other outdoor living products and if we are not able to compete effectively, our prospects for future success will be jeopardized.
  • Product quality, warranty claims, installation or safety concerns and other claims due to the failure of third party installers to follow our product installation instructions and procedures could negatively impact our sales, lead to increased costs, and expose us to litigation. Other litigation and regulatory matters incidental to our business also may adversely impact our business and financial results.
  • Our historical growth in part has been due to strategic transactions, and we continuously evaluate and may in the future enter into additional strategic transactions, which could be material to our business and financial performance. Evaluating and consummating potential transactions and integrating completed transactions may divert the attention of our management from ordinary operating matters.
  • We depend on our ability to attract, develop, and retain highly qualified personnel.
  • Our ability to collect accounts receivables from our customers may adversely impact our cash flows and our ability to reduce our debt.
  • Industry consolidation, including among our network of dealers and distributors could lead to downward pressure on the price of our products or the loss of our largest customers, which could adversely affect our business, financial condition, and results of operations.
  • We depend on third parties for transportation services to some extent, and the lack of availability of and/or increases in the cost of transportation could have a material adverse effect on our business and results of operations.
  • Our business operations could suffer if we fail to protect adequately our intellectual property rights, and we may experience claims by third parties that we are violating their intellectual property rights.
  • We conduct business internationally, which exposes us to additional risks.
  • We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.
  • Our insurance coverage may be inadequate to protect against the potential hazards inherent to our business.
  • If our goodwill, other intangible assets or fixed assets become impaired, we may be required to record a significant charge to earnings.
  • Risks Related to Our Indebtedness
  • Our substantial indebtedness could adversely affect our financial condition.
  • We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which would adversely affect our financial condition and results of operations.
  • Our Credit Agreement has restrictive terms and our failure to comply with any of these terms could put us in default, which would have an adverse effect on our business and prospects.
  • Our indebtedness is variable rate, subjecting us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
  • Risks Related to Ownership of Our Common Stock
  • Our stock price has been volatile, and you may not be able to resell our common stock at or above the price you paid.
  • Our Principal Stockholders continue to have significant influence over us, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.
  • Our organizational documents and Delaware law may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium on their shares.
  • Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities.
  • We do not anticipate paying quarterly cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment.
  • Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Legal proceedings

From time to time, we may be involved in legal proceedings in the ordinary course of business, including, among others, contract and employment claims, personal injury claims, intellectual property claims, product liability claims and warranty claims, some of which may be covered by insurance. Currently, there are no legal proceedings against us that we believe will have a material adverse effect on our business, financial condition, results of operations or cash flows. Further, no material legal proceedings were terminated, settled, or otherwise resolved during the fourth quarter of the year ended December 31, 2025. However, the results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, we may incur significant costs and experience a diversion of management resources as a result of legal proceedings.

The opening of Item 3, Legal Proceedings.5

Sources

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