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Item 3. Legal Proceedings

2026-02-25 compared with 2025-03-03 · 71 added, 3 removed, 3 unchanged (96% of the section changed)

Legal Proceedings

Refer to Note 16 – Commitments and Contingencies in the accompanying notes to the consolidated financial statements for information regarding legal proceedings in which we are involved.

In addition to the lawsuits described in Note 16 to our consolidated financial statements, from time to time we may be involved in claims arising in the ordinary course of business.

To our knowledge, other than the cases described in Note 16 to our consolidated financial statements, no material legal proceedings, governmental actions, investigations or claims are currently pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.

From time to time we may be involved in claims arising in the ordinary course of business.

To our knowledge, other than the cases described below, no material legal proceedings, governmental actions, investigations or claims are currently pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.

The Company believes the claims alleged in the actions discussed below are without merit and intends to continue to vigorously defend its position in these matters.

The Company, in the normal course of business, is subject to claims and litigation.

The Company reviews the status of each matter and assesses its potential financial exposure.

If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss.

Plymouth Class Action

On May 14, 2021, a putative class action (the “Plymouth Action”) was filed in the U.S.

District Court for the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5, promulgated thereunder, and Sections 11, 12(a)(2) and 15 of the Securities Act.

The complaint alleges misstatements and/or omissions in the Company’s registration statements and prospectuses related to the Company’s October 2020 initial public offering, the Company’s December 2020 offering, and the Company’s March 2021 offering during the putative class period of October 14, 2020 through May 11, 2021.

A consolidated amended class action complaint was filed on December 7, 2021 with additional allegations regarding misstatements and/or omissions in:

(i) in the Company’s annual report on Form 10-K and associated press release announcing results for the fourth quarter and full fiscal year 2020;

and (ii) in the Company’s November 5, 2020 and March 9, 2021 earnings calls.

On June 30, 2021, a substantially similar second putative class action was filed in the Southern District of New York against the Company and certain officers and directors alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5, promulgated thereunder, and Sections 11 and 15 of the Securities Act, which was consolidated with the Plymouth Action.

The plaintiffs in the consolidated action seek an award of damages and the interest thereon, any injunctive relief the court deems just and proper, and reasonable costs of bringing the litigation, including attorneys’ fees.

All defendants in the Plymouth Action, including the Company, moved to dismiss the consolidated amended complaint.

On May 19, 2023, the court granted the Company’s motion to dismiss and, on July 5, 2023, denied a request from the Plymouth Action plaintiffs for leave to amend the consolidated amended complaint and dismissed the Plymouth Action in its entirety with prejudice.

On August 4, 2023, the lead plaintiffs filed a notice of appeal of the court’s dismissal of the consolidated amended complaint to the U.S.

Court of Appeals for the Second Circuit.

After full briefing, the court of appeals heard oral argument on June 26, 2024 and the case is still pending decision by the court.

Derivative Complaints

Southern District of New York

On July 16, 2021, a verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company.

The complaint alleges:

(i) violations of Section 14(a) of the Exchange Act for misleading proxy statements;

(ii) breach of fiduciary duty;

(iii) unjust enrichment;

(iv) abuse of control;

(v) gross mismanagement;

(vi) corporate waste;

(vii) aiding and abetting breach of fiduciary duty;

and (viii) contribution under Sections 10(b) and 21D of the Exchange Act.

The derivative plaintiff in this action seeks:

declaratory relief;

an award of compensatory damages to the Company, with interest;

restitution from the defendants;

an order directing the Company to reform its corporate governance and internal procedures;

and the costs and disbursements of the action, including attorneys’ fees.

On July 30, 2021, a second verified derivative complaint was filed in the Southern District of New York against certain officers and directors of the Company.

The complaint alleges:

(i) violations of Section 14(a) of the Exchange Act for causing the issuance of a false/misleading proxy statement;

(ii) breach of fiduciary duty;

and (iii) aiding and abetting breaches of fiduciary duty.

The derivative plaintiff in this action seeks the same relief sought in the verified derivative complaint filed in the Southern District of New York on July 16, 2021.

On August 24, 2021, the Southern District of New York derivative actions were consolidated, and the court appointed co-lead counsel.

The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.

Delaware Court of Chancery

On August 3, 2022, a verified derivative complaint was filed in the Court of Chancery of the State of Delaware against certain officers and directors of the Company, asserting claims for:

(i) breach of fiduciary duty;

and (ii) unjust enrichment.

The derivative plaintiff in this action seeks:

an award of compensatory damages in favor of the Company;

restitution from the defendants and disgorgement of profits, benefits, and other compensation obtained by the defendants;

an order directing the Company to reform its corporate governance and internal procedures;

equitable or injunctive relief as permitted by law and equity;

and the costs and disbursements of the action, including attorneys’ fees.

On August 11, 2022, a second verified derivative complaint was filed with the Court of Chancery against certain officers and directors of the Company, asserting claims for:

(i) breach of fiduciary duty;

(ii) aiding and abetting breaches of fiduciary duty;

(iii) waste of corporate assets;

(iv) unjust enrichment;

(v) insider selling;

and (vi) aiding and abetting insider selling.

The derivative plaintiff in this action seeks:

declaratory relief;

an award of compensatory damages in favor of the Company;

disgorgement of profits obtained from certain sales of Company stock by certain of the defendants;

establishment of a constructive trust over certain amounts obtained by certain of the defendants;

and the costs and disbursements of the action, including attorneys’ fees.

On September 2, 2022, the derivative cases with the Court of Chancery were consolidated and the court appointed co-lead counsel.

The consolidated cases remain stayed pending the outcome of the appeal of the Plymouth Action.

Mine Safety Disclosures

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings