Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-02-18 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · See Note 8 - Commitments and Contingencies for information on legal proceedings. Item 9A · ICFR · Based on management’s assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective. Item 9A · disclosure controls · Based on their participation in that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2025. | ||||||
| 2024-12-31 | 2025-02-12 | in the notes | effective | effective | remediated (prior year) | EDGAR |
Item 3 · See Note 9 - Commitments and Contingencies for information on legal proceedings. Item 9A · ICFR · Based on management’s assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective. Item 9A · disclosure controls · Based on their participation in that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024. Item 9A · material weakness · Remediation of Previously Reported Material Weaknesses As previously disclosed in Part II, Item 9A-Controls and Procedures, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Part 1, Item 4-Controls and Procedures, in our subsequent Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, we identified material weaknesses in our internal control over financial reporting as of such periods. | ||||||
| 2023-12-31 | 2024-03-15 | in the notes | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · See Note 8 - Commitments and Contingencies for information on legal proceedings. Item 9A · ICFR · Based on management’s assessment, management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was not effective due to the material weaknesses identified and described below. Item 9A · disclosure controls · Based on their participation in that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2023 due to the material weaknesses identified below. | ||||||
| 2022-12-31 | 2023-02-15 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · See Note 8 - Commitments and Contingencies for information on legal proceedings. Item 9A · ICFR · Based on management’s assessment, management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was effective. Item 9A · disclosure controls · Based on their participation in that evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2022 to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Exchange Act, is accumulated and communicated to our management, including our Co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosures. | ||||||
| 2021-12-31 | 2022-02-16 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · See Note 9 - Commitments and Contingencies for information on legal proceedings. Item 9A · ICFR · Based on management’s assessment, management concluded that, as of December 31, 2021, the Company’s internal control over financial reporting was effective. Item 9A · disclosure controls · Based on their participation in that evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2021 to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Exchange Act, is accumulated and communicated to our management, including our Co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosures. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.