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 | 2026-02-24 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Information with respect to legal proceedings and this item is included in Note 11 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. Item 9A · ICFR · Based on this assessment, our management has concluded that as of December 31, 2025, our internal control over financial reporting is effective, based on the specified criteria. Item 9A · disclosure controls · Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures are effective at the reasonable assurance level. | ||||||
| 2024-12-31 | 2025-02-25 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Information with respect to legal proceedings and this item is included in Note 13 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. Item 9A · ICFR · Based on this assessment, our management has concluded that as of December 31, 2024, our internal control over financial reporting is effective, based on the specified criteria. Item 9A · disclosure controls · Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures are effective at the reasonable assurance level. | ||||||
| 2023-12-31 | 2024-02-27 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Information with respect to legal proceedings and this item is included in Note 13 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. Item 9A · ICFR · Based on this assessment, our management has concluded that as of December 31, 2023, our internal control over financial reporting is effective, based on the specified criteria. Item 9A · disclosure controls · Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures are effective at the reasonable assurance level. | ||||||
| 2022-12-31 | 2023-02-27 | in the notes | effective | effective | remediated (prior year) | EDGAR |
Item 3 · Information with respect to legal proceedings and this item is included in Note 13 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. Item 9A · ICFR · Based on this assessment, our management has concluded that as of December 31, 2022, our internal control over financial reporting is effective, based on the specified criteria. Item 9A · disclosure controls · Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures are effective at the reasonable assurance level. Item 9A · material weakness · Remediation of Previously Reported Material Weaknesses We previously identified material weaknesses in our internal control over financial reporting as of December 31, 2021 and 2020, due to deficiencies in control over certain information technology (IT) general controls for revenue-related systems that are relevant to the preparation of our financial statements. | ||||||
| 2021-12-31 | 2022-02-25 | in the notes | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · Information with respect to legal proceedings and this item is included in Note 13 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. Item 9A · ICFR · Based on this assessment, our management has concluded that as of December 31, 2021, our internal control over financial reporting was not effective due to the material weaknesses described below. Item 9A · disclosure controls · Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to the material weaknesses described below. | ||||||
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.