AGYS

New in FY2026

• Our business, markets, growth prospects and business model may be impacted or altered by decreases in travel and leisure activities resulting from weak economic conditions, increases in energy prices and changes in tariffs and currency values, political instability, heightened travel security measures, travel advisories, disruptions in air travel, and concerns over disease and/or pandemics, violence, war, terrorism, and/or other wide-ranging and sustained events.
• If we fail to accurately anticipate our customers' needs and technological trends, or are otherwise unable to complete the development of a product or product upgrade on a timely basis, we will be unable to introduce new products or product upgrades into the market that are demanded by our customers and prospective customers, and our business and operating results would be materially and adversely affected.
• Our product development activities also could be impacted by competition from products with new features or new technologies, such as artificial intelligence (AI) and/or machine learning, that might render our existing products less competitive or obsolete.
• We use AI in our platform and product offerings, and our success is dependent upon our ability to leverage data, develop competitive products, and manage related risks.
• We utilize AI solutions both for internal productivity purposes and in products and services available to our customers.
• We also work with partners who have incorporated or may incorporate AI solutions in their products and services.
• While AI and machine learning present opportunities for enhanced productivity, AI also introduces cybersecurity, data privacy, IT, intellectual property, regulatory, legal, operational, competitive, reputational and other risks that could adversely impact our business.
• For example, if the content, recommendations or analyses that AI applications assist in producing are or are alleged to be deficient or inaccurate, or if the data used to train these applications are or are alleged to be deficient or inaccurate or legally impermissible to train on, we could be subject to competitive risks, potential legal liability, and reputational harm.
• Furthermore, the integration of third-party AI models, including Large Language Models, within our products and services may rely, in part, on certain safeguards implemented by the third-party developers of the underlying AI models, including those related to the accuracy, bias, and other variables of the data, and these safeguards may be insufficient.
• In addition, AI may present evolving ethical issues.
• If our use of AI becomes controversial, we may experience reputational harm or legal liability.
• Further, given the early stage of generative AI, the evolving regulatory landscape surrounding AI also poses a risk, as new laws and regulations could impose additional compliance burdens, resulting in increased operational costs to comply with U.S. and non-US laws concerning the use of AI.
• For example, the EU’s Artificial Intelligence Act, or AI Act, originally entered into force on August 1, 2024, and is expected to undergo amendments as introduced in the EU’s November 2025 Digital Omnibus.
• As enacted, the AI Act imposes significant obligations on providers and deployers of high-risk AI systems and encourages providers and deployers of AI systems to account for EU ethical principles in their development and use of these systems.
• Likewise, within the United States, the regulatory landscape is rapidly evolving as evidenced by several U.S. states introducing or enacting legislation that is designed to govern the development or use of AI.
• Our ability to use and offer AI and machine learning solutions may be constrained by current or future laws, regulatory, or self-regulatory requirements.
• At the federal level, the Trump Administration has endorsed a federal moratorium on the enforcement of state AI laws, including through a December 11, 2025 executive order on “Ensuring a National Policy Framework for Artificial Intelligence.” Federal efforts have thus far have not been successful in curtailing state action on AI regulation, which has contributed to an increasingly complicated regulatory landscape.
• The rapid evolution of AI, including potential additional government regulation of AI and its various uses, may require significant resources for us to implement compliant and ethical AI practices.
• We may also be subject to significant enforcement actions or litigation in the event of any perceived or actual non-compliance.
• The rapid adoption of AI technologies may create an “arms race” dynamic in our industry, in which competitors leverage AI to develop more efficient, automated, or lower-cost alternatives to our offerings or to disrupt traditional subscription-based software models.
• In addition, AI-enabled tools may bypass or reduce reliance on traditional application-layer workflows, which could diminish the value of our platform and adversely affect demand for our solutions.
• Additionally, as we incorporate AI into our products, we must appropriately adjust our pricing to accommodate the rapidly rising cost of AI.
• If we do not increase our product price successfully, we may not be able to recover our costs, which could adversely affect our revenues and profitability.
• Additionally, as we increase our reliance on AI to run our business, we could be vulnerable to price increases from AI providers.
• If we cannot pass those costs on to our customers, we could face pressure on our gross margins.
• International sales are subject to many risks and difficulties, including but not limited to those arising from the following: building and maintaining a competitive presence in new markets; staffing and managing foreign operations; complying with a variety of foreign laws, rules and regulations; producing localized versions of our products; developing integrations between our products and other locally-used products; import and export restrictions and tariffs; enforcing contracts and collecting accounts receivable; unexpected changes in regulatory requirements; reduced protection for intellectual property rights in some countries; potential adverse tax treatment; language and cultural barriers; foreign currency fluctuations; inflation and any regulatory actions to counter inflation; and political and economic instability abroad.
• Due to the centralized nature of SaaS delivery models, any service interruption or outage may have an immediate and widespread impact across multiple customers simultaneously, which could result in customer dissatisfaction, financial obligations under service level agreements, and reputational harm.
• We have integrated AI and machine learning features into our technology stack to improve guest analytics, demand forecasting, and automated workflows, among other things.
• These models are complex and their efficacy depends on the quality of the data used for training.
• If the underlying data is flawed, or if the AI models experience "hallucinations" or logical failures, our platforms may produce inaccurate, biased, or unreliable outputs.
• In a hospitality context, such errors—ranging from incorrect pricing recommendations to failures in guest service automation—could result in operational disruptions for our customers, contractual disputes, and harm to our brand reputation.
• The "black box" nature of certain AI models may also make it difficult for us to troubleshoot these errors or provide transparent explanations to our users and regulators.
• Our business and operations are subject to a variety of regulatory requirements in the countries in which we operate or in which we offer our solutions, including, among other things, with respect to data privacy, AI, information security, trade compliance, tax, and labor matters.
• Our solutions are primarily delivered through multi-tenant cloud architectures in which multiple customers are served through shared environments.
• Although we employ controls designed to logically segregate customer data, any failure, vulnerability, or misconfiguration could result in unauthorized access to or exposure of one customer’s data to another, which could lead to legal liability, regulatory scrutiny, and reputational harm.
• We also rely on identity and access management controls to govern user access across our systems.
• Risks associated with overprivileged accounts or accounts not centrally managed through our single sign-on systems could create vulnerabilities.
• Any failure to promptly revoke or appropriately manage access credentials, including those of former personnel or compromised accounts, may result in unauthorized access or data exfiltration.
• In addition, our services depend on integrations with third-party applications through APIs, OAuth tokens, and similar authentication mechanisms.
• Mismanagement, compromise, or misuse of such credentials could enable unauthorized access and allow threat actors to move laterally across interconnected systems, increasing the scope and impact of a cybersecurity incident.

and 21 more.

Gone since FY2025

• Our business may be impacted by decreases in travel and leisure activities resulting from weak economic conditions, increases in energy prices and changes in tariffs and currency values, political instability, heightened travel security measures, travel advisories, disruptions in air travel, and concerns over disease, violence, war, and/or terrorism.
• Our business, markets, growth prospects and business model could be materially impacted or altered as a result of adverse changes in travel and leisure activities due to a pandemic or other wide-ranging and sustained events.
• If we fail to accurately anticipate our customer’s needs and technological trends, or are otherwise unable to complete the development of a product or product upgrade on a timely basis, we will be unable to introduce new products or product upgrades into the market that are demanded by our customers and prospective customers, and our business and operating results would be materially and adversely affected.
• Our product development activities also could be impacted by competition from products with new features or new technologies, such as artificial intelligence (AI), that might render our existing products less competitive or obsolete.
• International sales are subject to many risks and difficulties, including those arising from the following: building and maintaining a competitive presence in new markets; staffing and managing foreign operations; complying with a variety of foreign laws, rules and regulations; producing localized versions of our products; developing integrations between our products and other locally-used products; import and export restrictions and tariffs; enforcing contracts and collecting accounts receivable; unexpected changes in regulatory requirements; reduced protection for intellectual property rights in some countries; potential adverse tax treatment; language and cultural barriers; foreign currency fluctuations; inflation and any regulatory actions to counter inflation; and political and economic instability abroad.
• Our business and operations are subject to a variety of regulatory requirements in the countries in which we operate or in which we offer our solutions, including, among other things, with respect to data privacy, artificial intelligence (“AI”), information security, trade compliance, tax, and labor matters.
• We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our systems, our products, the proprietary data contained therein, our customers, and ultimately, our business.
• For example, we use Progress Software’s MOVEit Transfer application to enable file transfers with some of our customers.
• On May 31, 2023, Progress Software disclosed that it had identified a previously unknown vulnerability in its MOVEit Transfer application.
• We immediately followed the recommendations from Progress Software to address the vulnerabilities in the MOVEit Transfer application.
• However, we identified unauthorized file downloads from our MOVEit Transfer application impacting about 130 customers who used our InfoGenesis POS, Eatec and Agilysys Analyze products.
• All impacted customers were notified in June 2023, and the incident has not had a material adverse effect on our business, financial condition, or results of operation.
• We make contractual obligations to customers based on these relationships and, in some cases, also entrust these providers with both our own sensitive data as well as the sensitive data of our customers (that may include sensitive guest data).
• For example, on April 6, 2012, Ameranth, Inc. filed a complaint against us in the U.S.
• District Court for the Southern District of California, alleging that certain of our products infringe patents owned by Ameranth directed to configuring and transmitting hospitality menus (e.g., restaurant menus) for display on electronic devices, and synchronizing the menu content between the devices.
• Although judgement was entered for us and against Ameranth on all claims in that suit in 2022, the litigation resulted in substantial expenses, even though it did not have a material adverse effect on our business, financial condition, and results of operations.
• We cannot be certain that this coverage will continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim.
• During the year ended March 31, 2025, the trading price of our common stock ranged from a low close of $71.45 to a high close of $141.74.
• The market price for our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control.
• Factors affecting the trading price of our common stock may include, but are not limited to: • uncertainties in the global economy; • economic news or other events generally causing volatility in the trading markets; • our operating results failing to meet the expectation of securities analysts or investors in a particular period or failure of securities analysts to publish reports about us or our business; • announcements by us or our competitors of acquisitions, new offerings or improvements, significant contracts, commercial relationships or capital commitments; • our ability to market new and enhanced solutions on a timely basis; • any major change in our board or management; and • general economic and political conditions such as recessions, interest rates, tariffs, fuel prices, international currency fluctuations, global or regional pandemics, and acts of war or terrorism.
• As of March 31, 2025, we had $130.6 million of goodwill and $70.8 million of intangible assets, net, on our Consolidated Balance Sheet.
• Accordingly, although the Company’s management has concluded that our internal controls are effective as of March 31, 2025, we cannot provide absolute assurance that the objectives of our controls system are met.