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 | 2026-02-26 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · See Note 11, “Commitments and Contingencies” in our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for information regarding legal proceedings, which discussion is incorporated herein by reference. Item 9A · ICFR · Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. Item 9A · disclosure controls · Based on that evaluation, our co-principal executive officers and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. | ||||||
| 2024-12-31 | 2025-02-27 | in the notes | effective | effective | remediated (prior year) | EDGAR |
Item 3 · See Note 11, “Commitments and Contingencies” in our consolidated financial statements included in Part II, Item 8 of this Form 10-K for information regarding legal proceedings, which discussion is incorporated herein by reference. Item 9A · ICFR · Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. Item 9A · disclosure controls · Based on that evaluation, our co-principal executive officers and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level. Item 9A · material weakness · As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023, management identified two material weaknesses in our internal control over financial reporting as of December 31, 2023, 2022, and 2021 related to (i) information technology general controls over our key accounting, reporting, and proprietary systems and (ii) certain process, application and management review controls within our financial reporting processes to enforce segregation of duties, validate completeness and accuracy of data and information used to reconcile and analyze certain key accounts, and perform the review of manual journal entries. | ||||||
| 2023-12-31 | 2024-02-29 | in the notes | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · See Note 10, “Commitments and Contingencies” in our consolidated financial statements included in Part II, Item 8 of this Form 10-K for information regarding legal proceedings, which discussion is incorporated herein by reference. Item 9A · ICFR · Based on that evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2023 because of the material weaknesses described below. Item 9A · disclosure controls · Based on that evaluation, and as a result of the material weaknesses described below, our co-principal executive officers and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level. | ||||||
| 2022-12-31 | 2023-02-28 | in the notes | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · See Note 10, “Commitments and Contingencies” in our consolidated financial statements included in Part II, Item 8 of this Form 10-K for information regarding legal proceedings, which discussion is incorporated herein by reference. Item 9A · ICFR · Based on that evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2022 because of the material weaknesses described below. Item 9A · disclosure controls · Based on that evaluation, and as a result of the material weaknesses described below, our co-principal executive officers and principal financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective at the reasonable assurance level. | ||||||
| 2021-12-31 | 2022-03-18 | in the notes | not extracted | NOT effective | disclosed | EDGAR |
Item 3 · See Note 9. “Commitments and Contingencies” in our consolidated financial statements included in Part II, Item 8 of this Form 10-K for information regarding legal proceedings, which discussion is incorporated herein by reference. Item 9A · disclosure controls · Based on that evaluation, and as a result of the material weaknesses described below, our co-principal executive officers and principal financial officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level. | ||||||
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.