3.06 The two customers behind [n]% of revenue are no longer named, although the prior-year Form 10-K named them
Company F · a US-listed networking equipment company · SEC-style question
In brief
Item 1 says two customers took [n]% and [n]% of 2025 revenue, and the risk factors give each one's share for three years, but neither customer is named anywhere in the filing. The prior-year Form 10-K named them in Item 1 and gave each share by name. The 2024 and 2023 shares printed this year match the prior-year named figures, so the customers appear unchanged; only the names were removed.
The evidence, as filed
Screenshot withheld to protect the company’s identity. Even with names, figures and dates boxed out, the wording on these pages could be searched back to the filer. Pages relied on: Form 10-K 2024 (prior year), page 1; Form 10-K 2024 (prior year), page 16; Form 10-K 2025, page 14; Form 10-K 2025, page 7.
What the filing shows, and what the rule requires
| What the filing shows | What the rule requires |
|---|---|
Item 1 and Item 1A describe 'two of our customers' and 'one end customer' / 'the other end customer' ([n]% and [n]% of 2025 revenue) without naming them; no name appears anywhere in the Form 10-K. | Either name the two customers on which the business depends, as the prior-year Form 10-K did, or be ready to explain why their identity is not material to an understanding of the dependence described in Item 101(c)(1)(i). |
| What we checked. Item 1, Item 1A, MD&A and the concentration note of the fiscal 2025 Form 10-K; the fiscal 2024 Form 10-K Item 1 and risk factors; the first two 2026 Form 10-Q filings | |
The rule
Regulation S-K Item 101(c)(1)(i)
Revenue-generating activities, products and/or services, and any dependence on revenue-generating activities, key products, services, product families or customers, including governmental customers;
Version: In force from [date] · Source: 17 CFR 229.101(c)(1)(i), as amended by Release 33-10825
Exchange Act Rule 12b-20
there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made not misleading.
Version: Text in force at the date of this review · Source: 17 CFR 240.12b-20, as in force for fiscal 2025
Why it applies here. the customers appear to be the same two, and the change is one of presentation, not of facts. Architecture: before the 2020 amendments to Regulation S-K, Item 101(c)(1)(vii) required the name of a customer whose purchases reached 10% of consolidated revenue where its loss would have a material adverse effect; amended Item 101(c)(1)(i) keeps 'dependence on ... customers' as a disclosure topic but no longer prescribes the name, leaving it to materiality. The accounting standard does not require the identity either. The grey area is therefore whether, at [n]% of revenue and with the risk factors saying a loss of these customers could materially harm the business, the identity is itself material information under Rule 12b-20; staff comment practice on concentration has asked registrants to identify customers on which they are substantially dependent and to consider filing the related agreements.
Why it matters
Readers who relied on the named disclosure lose the identity of the counterparties behind [n]% of revenue; if the staff considers the identity material, the likely outcome is a comment asking the company to name the customers in future filings and to consider whether the related agreements should be filed as material contracts.
How often the SEC staff raises this. In 1,100 SEC staff comment letters on fiscal 2023 and 2024 Forms 10-K, released January 2025 to October 2026, business, properties and other Regulation S-K items drew 62 of the 1,774 numbered comments (3.5%): topic 8 of 25 by frequency.
Exposure
A question for management; no penalty engaged. If the staff judged the identity material, the realistic outcome would be a comment and a future-filings undertaking.
Our workings
the fiscal 2025 Form 10-K states that two customers accounted for more than 10% of revenue, at [n]% and [n]% of 2025 revenue (Item 1), and gives three-year shares for 'one end customer' and 'the other end customer' in the risk factors; a search of the whole filing for either name returns nothing. The fiscal 2024 Form 10-K named [customer] and [customer] in Item 1 and gave [customer] 20% and [n]% and [customer] 15% and [n] of revenue for 2024 and 2023.
the unnamed 2024 and 2023 comparatives this year (20% and [n]% for 'the other end customer'; 15% and 21% for 'one end customer') equal the prior-year named figures, and the two customers together took [n]% + [n]% = [n]% of 2025 revenue (workings).
| Year | Customer named in the fiscal 2024 Form 10-K | Share as named in fiscal 2024 Form 10-K | Share printed unnamed in fiscal 2025 Form 10-K | Result |
|---|---|---|---|---|
| 2024 | [customer] | 20% | 20% (the other end customer) | agrees |
| 2023 | [customer] | [n]% | [n]% (the other end customer) | agrees |
| 2024 | [customer] | 15% | 15% (one end customer) | agrees |
| 2023 | [customer] | 21% | 21% (one end customer) | agrees |
| 2025 | Both customers combined | not applicable | [n]% + [n]% = [n]% | share of 2025 revenue from the two customers |
Management’s best defense, and our reply
The company can say that the 2020 amendments removed the former rule requiring the name of a 10% customer, that Item 101(c)(1)(i) now asks only for the dependence, and that the 10-K gives that dependence fully with three years of percentages in Item 1, Item 1A, MD&A and the notes; the accounting standard also expressly does not require the identity. It may add that customer confidentiality or commercial sensitivity justified the change and that the identities are widely known from other public sources. That defense is credible, so the point is a question rather than a gap. The answer: the names were given last year with no change in the facts, the dependence is unusually high, and the company's own risk factor says a loss of these customers could materially harm the business, so the reason for the change and the materiality judgment should be documented.
The fix
- Restore the names in Item 1 and Item 1A, for example: '[customer] and [customer], two of our [largest customer category] end customers, represented [n]% and [n]% of our total revenue', or record the materiality analysis supporting the omission.
Question for the company
The fiscal 2024 Form 10-K named the two end customers that each exceed 10% of revenue; the fiscal 2025 Form 10-K describes them only as 'one end customer' and 'the other end customer'. What led to the change, and what analysis supports the view that the identity of customers representing [n]% of revenue is not material information under Item 101(c)(1)(i) and Rule 12b-20?
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Item 1 gives the two customers' 2025 shares without naming them | Document | Form 10-K 2025, page 7 |
| 2 | The risk factor gives three-year shares for 'one end customer' and 'the other end customer', unnamed | Document | Form 10-K 2025, page 14 |
| 3 | The prior-year Item 1 named both customers | Document | Form 10-K 2024 (prior year), page 1 |
| 4 | Prior-year shares by name for [customer]: 2024 and 2023 equal this year's unnamed 'other end customer' figures | Document | Form 10-K 2024 (prior year), page 16 |
| 5 | Prior-year shares by name for [customer]: 2024 and 2023 equal this year's unnamed 'one end customer' figures | Document | Form 10-K 2024 (prior year), page 16 |
Absence check
- Document
- Form 10-K 2025
- Where it would appear
- Our Customers
- What is missing
- The names of the two end customers that each took more than 10% of revenue, given in the same paragraph of the prior-year Form 10-K
- Pages looked at
- p.7, 14-15, [n] (Item 1 customers, Item 1A concentration risk, MD&A overview, concentration note)
- Result
- The term '[customer]' hits only inside the word 'metals' on p.15 (rare earths metals, tariff risk) and p.30 ([wording masked]); neither refers to a customer. '[customer]', '[customer]' and '[largest customer category] end customers' do not hit anywhere; the customer shares appear only unnamed on p.7, [n].
Prepared by Pramanex from the company’s public SEC filings, without the company’s involvement, to show how a 10-K Pre-filing Check reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other attestation or assurance engagement, and not legal advice. An SEC-style question is a question, not a conclusion.
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