PAR TECHNOLOGY CORP

The risks described in the Part I, Item 1A. "Risk Factors” section of our 2025 Annual Report could materially and adversely affect our business, financial condition, and results of operations, and the trading price of our common stock could decline. Except as modified, updated, or supplemented below, there have been no material changes to the Risk Factors described in our 2025 Annual Report.

The trading price and volume of our common stock has experienced, and may continue to experience, volatility, which could result in losses for our shareholders.

The trading price and volume of our common stock has experienced, and may continue to experience, volatility, which could result in losses for our shareholders. Additionally, such volatility could limit our ability to finance strategic transactions, including acquisitions, using our common stock, potentially impacting our ability to pursue valuable opportunities. A number of factors can impact the trading price of our common stock, including:

•the actual or perceived impact of uncertainties, volatility, and economic disruption created by macroeconomic conditions and geopolitical events, including, inflation, recession, interest rate fluctuations, actual and potential shifts in and uncertainties with respect to U.S. and foreign trade policies (including new or increased tariffs or other trade restrictions implemented by the U.S. or retaliatory trade measures or tariffs implemented by other countries), actual or anticipated military or political conflicts (including the Russian-Ukraine war, tensions with China and between China and Taiwan, hostilities in the Middle East) and global pandemics or other public health crises, on our business, our customers, and the industries in which we operate;

•actual or anticipated fluctuations in our financial condition and results of operations (including shortfalls or changes in expectations about, our revenue, gross margins, earnings, ARR, sales of our product and service offerings or other key performance metrics;

•the performance and prospects of major customers;

•our quarterly or annual financial results or those of other companies operating in our industries;

•the impact if our operating results or key metrics fall below the expectations of investors or securities analysts or below any guidance we may provide to the market;

•investor perception of us and the industries in which we operate;

•the contents of published research reports about us or the industries in which we operate;

•actions by institutional shareholders;

•operating and stock performance of other companies that investors deem comparable to us (and changes in their market valuations) and overall performance of the equity markets;

•announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, or capital commitments; and

•litigation and governmental investigations.

In addition, the market for technology stocks or the stock market in general has experienced and may continue to experience uneven investor confidence, which may cause the trading price for our common stock to decline for reasons unrelated to our operating performance.