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 | 2026-03-13 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · We have no material pending legal proceedings as of December 31, 2025, however we may in the future be involved in various legal proceedings, claims and litigation that arise in the normal course of business. We accrue for estimated loss contingencies related to legal matters when available information indicates that it is probable a liability has been incurred and we can reasonably estimate the amount of that loss. In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or possible additional losses. For additional information, see Note 8, “Commitments and Contingent Liabilities,” in the notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. Item 9A · ICFR · Based upon that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Item 9A · disclosure controls · Based upon that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2025. | ||||||
| 2024-12-31 | 2025-03-12 | none stated | effective | effective | none in Item 9A | EDGAR |
Item 3 · The Company has no material pending legal proceedings as of December 31, 2024, however the Company may in the future be involved in various legal proceedings, claims and litigation that arise in the normal course of business. The Company accrues for estimated loss contingencies related to legal matters when available information indicates that it is probable a liability has been incurred and the Company can reasonably estimate the amount of that loss. In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or possible additional losses. See Note 8, “Commitments and Contingencies,” in the notes to consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. Item 9A · ICFR · Based upon that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024. Item 9A · disclosure controls · Based upon that evaluation, our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2024. | ||||||
| 2023-12-31 | 2024-03-13 | in the notes | effective | not extracted | remediated (prior year) | EDGAR |
Item 3 · We reached settlements for certain class action lawsuits in February 2023 ending ongoing litigation. The court granted final approval to these settlements in all respects in the third and fourth quarter of 2023. The Company has not admitted any liability of wrongdoing in connection with these settlements and has entered into these settlements solely to avoid the costs, risks, distraction, and uncertainties of continued litigation. See Note 6, “Commitments and Contingent Liabilities” in the notes to the consolidated financial statements for further details. In addition to the foregoing, the Company may in the future be involved in various legal proceedings, claims and litigation that arise in the normal course of business. The Company accrues for estimated loss contingencies related to legal matters when available information indicates that it is probable a liability has been incurred and the Company can reasonably estimate the amount of that loss. In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where a loss is possible or an exposure to loss exists in excess… Item 9A · ICFR · Based upon that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023. Item 9A · material weakness · We also had a material weakness in connection with our process to monitor and provide oversight over the testing and assessment of the design and operating effectiveness of internal control over financial reporting in a timely manner. | ||||||
| 2022-12-31 | 2023-03-10 | in the notes | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · We are presently a party to certain class action lawsuits for which a settlement was reached in February 2023 ending the ongoing litigation. The settlement for these lawsuits will have to be approved by the court, which the Company expects will occur in the second or third quarter of 2023. See Note 7, “Commitments and Contingent Liabilities” in the notes to the consolidated financial statements for further details. In addition to the foregoing, the Company may in the future be involved in various legal proceedings, claims and litigation that arise in the normal course of business. The Company accrues for estimated loss contingencies related to legal matters when available information indicates that it is probable a liability had been incurred and the Company can reasonably estimate the amount of that loss. In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. In addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the s… Item 9A · ICFR · Based on this material weakness, the Company’s management concluded that as of December 31, 2022, the Company’s internal control over financial reporting was not effective. Item 9A · disclosure controls · Although management has made significant progress in the design and implementation of IT and business process controls, management concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2022, due to the material weakness in internal control over financial reporting described below. | ||||||
| 2021-12-31 | 2022-02-25 | in the notes | not extracted | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, financial condition, results of operations or cash flows. See Note 9, “Commitments and Contingent Liabilities” in the notes to the consolidated financial statements for further details. Item 9A · ICFR · Management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2021 due to the material weaknesses in our internal control over financial reporting 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.