What changed in this filing

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Item 9A. Controls and Procedures

2025-11-25 compared with 2024-12-03 · 126 added, 119 removed, 235 unchanged (51% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

In connection with the preparation of this Annual Report on Form 10-K, our management conducted an assessment of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report (under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)).

Based on that assessment, our CEO and CFO have concluded that, as of September 30, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective due to material weaknesses in internal control over financial reporting, as described below.

Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2025.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our Board and management;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Under the supervision and participation of our management, including our CEO and CFO, we evaluated the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

As part of our assessment of the effectiveness of our internal control over financial reporting as of September 30, 2024, management identified the following material weaknesses:

• The Company did not design and maintain effective information systems general controls over program change management, logical access and segregation of duties for our general ledger.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles (“U.S.

ICFR includes policies and procedures that (i) maintain records in reasonable detail that accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized use, acquisition, or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and our Chief Financial Officer conducted an evaluation of the effectiveness of ICFR as of September 30, 2025, based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2025.

SUCCESSFUL REMEDIATION OF PRIOR YEAR MATERIAL WEAKNESSES

As of September 30, 2024, we identified material weaknesses in our ICFR related to the design and operation of internal controls in the following areas:

• Material Weakness #1 - The Company did not design and maintain effective information systems general controls over program change management, logical access and segregation of duties for our general ledger.

Specifically, we did not maintain documentation to support the operation of our controls over change management for the Company’s general ledger, and the assignment or permissions to users which allowed certain users to create new users and assign those users existing predefined roles in the general ledger, which could result in an override of existing internal controls over financial reporting.

The existence of this material weakness affected the design of internal controls related to various assertions in certain financial statement line items such that internal controls were not effective for cash and cash equivalents, bitcoin, receivable from bitcoin collateral, note receivable from GRIID, property and equipment, deposits on miners, accounts payable, accrued liabilities, loans payable, deferred income taxes, stockholders' equity, bitcoin mining revenue, cost and expenses, share-based payments, and income tax expense.

• The Company did not design and maintain effective controls to address the accounting for property plant and equipment, and deposits on miners.

• The Company did not design and maintain effective controls over payroll, including controls over the use of information from its third-party payroll service provider, maintaining appropriate segregation of duties and processing of payroll.

• The Company did not design and maintain effective controls to safeguard cash that could result in the issuance of cashier's checks without any independent oversight.

These material weaknesses did not result in any identified material misstatements to the financial statements, and there were no changes to previously released financial results.

Based on these material weaknesses, management concluded that at September 30, 2024, internal control over financial reporting was not effective.

Our independent registered public accounting firm, BDO USA, P.C., has issued an adverse audit report on the effectiveness of internal control over financial reporting as of September 30, 2024, which appears on page F-2.

Following identification of the material weaknesses and prior to filing this Annual Report on Form 10-K, we completed substantive procedures for the year ended September 30, 2024.

Based on these procedures, management believes that our consolidated financial statements included in this Form 10-K have been prepared in accordance with U.S.

Our CEO and CFO has certified that, based on their knowledge, the financial statements, and other financial information included in this Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K.

MANAGEMENT’S PLAN FOR REMEDIATION

The Company’s Board of Directors and management take internal control over financial reporting and the integrity of its consolidated financial statements seriously.

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions include the following:

Material weakness over design of information systems general controls

The planned remediation actions include the following:

• Material Weakness #2 - The Company did not design and maintain effective controls to address the accounting for property plant and equipment, and deposits on miners.

• Material Weakness #3 - The Company did not design and maintain effective controls over payroll, including controls over the use of information from its third-party payroll service provider, maintaining appropriate segregation of duties and processing of payroll.

• Material Weakness #4 - The Company did not design and maintain effective controls to safeguard cash that could result in the issuance of cashier's checks without any independent oversight.

Throughout the current fiscal year, we completed the implementation and testing of the remediation measures designed to address these material weaknesses.

These remediation actions taken to address the material weaknesses included the following:

Material Weakness #1

• Removed users’ access within the general ledger system that allowed a user to create users and also perform accounting transactions.

• Implemented quarterly reviews of user access logs by individuals who do not perform accounting transactions in the general ledger;

Updated roles in the general ledger system to ensure no actively assigned roles have ability to create users and perform accounting functions;

• Implemented monthly reviews of user access logs by individuals who do not perform accounting transactions in the general ledger;

• Redesigned and implemented relevant complementary user entity controls identified in third-party service organization system organization and control reports;

2 unchanged sentences

• Redesigned and implemented controls over logical access, including user access provisioning, termination, and periodic review for all financial reporting systems;

Material weakness design of property plant and equipment and deposits on miners.

The planned remediation actions include the following:

• Redesign and implementation of controls related to the counting of received property, plant and equipment;

• Design and implement controls over the completeness and accuracy of information used in the operation of controls, including data used in the preparation of condensed consolidation financial statements;

• Implement controls related to the miner receiving process to ensure adequate documentation is maintained to support the accounting for miners in transit and period-end balances;

• Conduct training related to documentation, policies and procedures for shipping, receiving and counting of property, plant and equipment.

Material weakness in the design of controls related to the Company’s use of its third-party payroll service provider and payroll processing.

The planned remediation actions include the following:

• Redesign and implement controls to address segregation of duties issues when processing, approving and submitting payroll.

• Implement controls related to confirmation of payrolls processed are same as those approved.

• Restrict administrator access to individuals who do not have responsibility to process, approve or submit payroll.

Material weakness related to the design of internal controls to safeguard cash assets

The planned remediation actions include the following:

• Design and implement a control to require two approval signatures for cashier check requests;

• Enhance the design of controls related to cash reconciliation procedures verifying cashier checks issued.

While these remedial actions are designed to correct the material weaknesses, changes to internal controls over financial reporting require operation for a sufficient period of time in order for management to evaluate and test the operating effectiveness.

Management will continue to monitor and evaluate the effectiveness of these changes for a sufficient period of time prior to concluding that these controls are designed and operating effectively, and the material weaknesses can be considered remediated.

Material Weakness #2

• Redesigned and implemented controls related to the counting of received property, plant and equipment;

• Designed and implemented controls over the completeness and accuracy of information used in the operation of controls, including data used in the preparation of condensed consolidated financial statements;

• Implemented controls related to the miner receiving process to ensure adequate documentation is maintained to support the accounting for miners in transit and period-end balances;

• Conducted training related to documentation, policies and procedures for shipping, receiving and counting of property, plant and equipment.

Material Weakness #3

• Enhanced and formalized the access provisioning process for role assignments to require that access requests are adequately documented and approved by authorized personnel prior to granting access.

Enhanced the review procedures of third-party service provider audit logs to detect any unauthorized changes;

• Restricted administrator access to individuals who do not have responsibility to process, approve or submit payroll.

Enhanced and formalized the access provisioning process for role assignments to require that access requests are adequately documented and approved by authorized personnel prior to granting access;

• Redesigned and implemented controls to address segregation of duties issues when processing, approving and submitting payroll.

Implemented monthly user access review procedures to ensure the proper roles and permissions were granted to ensure those with ability to create or modify user assignments are not able to approve and process payroll;

• Implemented a control to ensure that any changes made to the final payroll once approved for processing were appropriate and supported with proper documentation;

• Implemented procedures for timely review of the third-party payroll provider SOC report;

Material Weakness #4

• Designed and implemented a control to require two approval signatures for cashier check requests, including notifying the bank to require two authorized signatories prior to processing;

• Enhanced the design of controls related to the issuance of cashier checks to ensure that each cashier check includes proper supporting documentation and is in compliance with the Company's internal authorization policy;

Based on the remediation efforts and results of management’s testing, we have concluded that the material weaknesses identified as of September 30, 2024, were fully remediated as of September 30, 2025.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

BDO USA, P.C., our independent registered public accounting firm, which also audited our consolidated financial statements included in this Report, issued an unqualified opinion on the effectiveness of our internal control over financial reporting as of September 30, 2025, which appears in Item 8.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except for the material weaknesses and the remedial measures described above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal year 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

INHERENT LIMITATIONS ON INTERNAL CONTROLS

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

In the fourth quarter of our fiscal year ended September 30, 2025, the Company implemented controls relating to our digital asset management activities in order to address the risk of misstatement, unauthorized access, mis-appropriation of digital assets, and tax basis tracking of bitcoin and to ensure that transactions, valuations and disclosures relating to those assets are properly authorized, recorded, processed and reported.

Other than these additional internal controls on digital asset management and the changes in connection with our implementation of the material weakness remediation plan discussed above, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Other Information

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2024.

Indemnification agreement related to lost share certificate of officer and director

On November 24, 2025, the Company provided an indemnity to Securities Transfer Corporation, the Company’s registered transfer agent (the “Transfer Agent”), in connection with the issuance of share certificates to replace lost, misplaced or stolen share certificates (the “Lost Certificates”) originally issued to the S M Schultz Irrevocable Trust (the “Trust”).

Matthew Schultz, the Company’s Executive Chairman, is the Grantor of the Trust.

On the same date, Mr.

Schultz and the Trust entered into an indemnification agreement (the “Indemnification Agreement”) with the Company pursuant to which each of Mr.

Schultz and the Trust jointly and severally indemnified the Company against any losses arising from the Lost Certificates or the replacement of the Lost Certificates and agreed to reimburse the Company for any payments the Company may make pursuant to the Company's indemnification obligations to the Transfer Agent.

The Lost Certificates represent 480,000 shares of the Company's common stock, which are valued at $5,510 based on the closing sale price of the Company’s common stock on November 24, 2025.

As of November 24, 2025, none of the Company, Mr.

Schultz or the Trust have incurred any liabilities in connection with indemnification obligations described herein.

The foregoing summary of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.75 attached hereto and incorporated by reference herein.

Director and officer indemnification agreements

The Company has entered into customary indemnification agreements with each of its directors and executive officers, effective as of November 21, 2025.

Each indemnification agreement provides that, subject to limited exceptions, the Company will indemnify each such director and executive officer to the fullest extent permitted by Nevada law, and upon the other undertakings set forth in the indemnification agreement, for claims arising in such person’s capacity as the Company’s director and/or officer.

A copy of the form of indemnification agreements for directors and officers is filed with this Annual Report on Form 10-K as Exhibit 10.76 and is incorporated herein by reference, and the foregoing description of the indemnification agreement is qualified in its entirety by reference thereto.

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal year ended September 30, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers, and Corporate Governance

Information required by Item 10 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Information required by Item 10 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Executive Compensation

The information required by Item 11 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by Item 11 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by Item 12 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by Item 13 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Principal Accounting Fees and Services

The information required by Item 14 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

The information required by Item 14 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Exhibits and Financial Statement Schedules

1 unchanged sentence

The consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K beginning on page F-2.

Financial Statement Schedules.

Schedules are not submitted because they are not applicable or not required under Regulation S-X or because the required information is included in the financial statements or notes thereto.

Exhibits required to be filed by Item 601 of Regulation S-K.

12 unchanged sentences

Conformed Copy of First Amended and Restated Articles of Incorporation of CleanSpark, Inc., as amended through October 28, 2024

First Amended and Restated Bylaws of CleanSpark, Inc., dated September 17, 2021

February 6, 2025

Second Amended and Restated Bylaws of CleanSpark, Inc., dated September 26, 2025

September 26, 2025

First Amendment to First Amended and Restated Bylaws of CleanSpark, Inc., dated August 28, 2024

August 30, 2024

Certificate of Designation of Series A Preferred Stock, dated April 15, 2015

10 unchanged sentences

November 8, 2024

Indenture, dated as of December 17, 2024, by and between CleanSpark, Inc.

Bank Trust Company, National Association, as trustee, relating to the 0.00% Convertible Senior Notes due 2030

December 17, 2024

Form of Note Representing the 0.00% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.4)

December 17, 2024

Indenture, dated as of November 13, 2025, between CleanSpark, Inc.

Bank Trust Company, National Association, as trustee, relating to the 0.00% Convertible Senior Notes due 2032

November 13, 2025

Form of note representing the 0.00% Convertible Senior Notes due 2032 (included as Exhibit A to Exhibit 4.6)

November 13, 2025

CleanSpark, Inc.

15 unchanged sentences

July 28, 2020

Employment Agreement, entered into by and between CleanSpark, Inc.

and Zachary K.

Bradford, dated October 26, 2020

October 28, 2020

Employment Agreement, entered into by and between CleanSpark, Inc.

Matthew Schultz, dated October 26, 2020

October 28, 2020

Non-Fixed Price Sales and Purchase Agreement between CleanSpark, Inc.

3 unchanged sentences

Form of Agreement for Sale of Equipment

Amendment to Employment Agreement by and between CleanSpark, Inc.

and Zachary K.

Bradford, dated April 16, 2021

Amendment to Employment Agreement by and between CleanSpark, Inc.

Matthew Schultz, dated April 16, 2021

Coinmint Colocation Mining Services Agreement, by and between CleanBlok, Inc.

12 unchanged sentences

December 14, 2021

Employment Agreement with Chief Financial Officer dated December 15, 2021

February 9, 2022

Master Equipment Financing Agreement by and between CleanSpark, Inc.

29 unchanged sentences

September 14, 2022

Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc.

and Zachary K.

September 14, 2022

Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc.

Matthew Schultz.

September 14, 2022

Amendment to Employment Agreement, dated September 13, 2022, by and between CleanSpark, Inc.

and Gary Vecchiarelli.

September 14, 2022

First Amendment to Purchase and Sale Agreement, dated as of October 3, 2022, by and among CSRE Properties Sandersville, LLC, Luna Squares LLC, Mawson Infrastructure Group, Inc.

19 unchanged sentences

October 11, 2023

Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc.

and Zachary K.

October 27, 2023

Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc.

Matthew Schultz

October 27, 2023

Amendment, dated October 24, 2023, to Employment Agreement, by and between CleanSpark, Inc.

and Gary Vecchiarelli

October 27, 2023

At the Market Offering Agreement, dated January 5, 2024, by and between CleanSpark, Inc.

22 unchanged sentences

April 12, 2024

Employment Agreement by and between CleanSpark, Inc.

and Scott Garrison, dated May 7, 2024

Employment Agreement by and between CleanSpark, Inc.

and Taylor Monnig, dated May 7, 2024

Purchase and Sale Agreement, dated May 8, 2024, by and between CSRE Properties Wyoming, LLC and MineOne Wyoming Data Center, LLC

41 unchanged sentences

October 3, 2024

Letter from MaloneBailey, LLP, dated July 3, 2024

Form of Capped Call Confirmations

December 17, 2024

Master Loan Agreement, dated April 14, 2025, by and among Coinbase Credit, Inc., Coinbase, Inc.

and CleanSpark, Inc.

April 16, 2024

Separation and General Release Agreement between the Company and Zachary K.

Bradford dated August 10, 2025.

August 11, 2025

Employment Agreement by and between CleanSpark, Inc.

Matthew Schultz, dated September 4, 2025.

September 8, 2025

Employment Agreement by and between CleanSpark, Inc.

Vecchiarelli, dated September 4, 2025.

September 8, 2025

Employment Agreement by and between CleanSpark, Inc.

Garrison, dated September 4, 2025.

September 8, 2025

Employment Agreement by and between CleanSpark, Inc.

and Taylor Monnig, dated September 4, 2025.

September 8, 2025

Employment Agreement by and between CleanSpark, Inc.

Carson, dated September 4, 2025.

September 8, 2025

Coinbase Side Letter, dated September 18, 2025.

September 23, 2025

Two Prime Master Loan Agreement, dated September 19, 2025.

September 25, 2025

Indemnification Agreement, dated November 24, 2025, by and among Mr.

Shultz, the S M Schultz Irrevocable Trust and the Company

Form of Director and Officer Indemnification Agreement

CleanSpark, Inc.

9 unchanged sentences

Executive Officer Incentive Compensation Recoupment (Clawback) Policy

December 1, 2023

Inline XBLR Instance Document

Inline XBLR Taxonomy Extension Schema Document

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

11 unchanged sentences

CLEANSPARK, INC.

/s/ Zachary K.

Chief Executive Officer, Principal Executive Officer and Director

December 3, 2024

Chief Financial Officer, Principal Financial Officer

December 3, 2024

Matthew Schultz

Chairman and Chief Executive Officer (Principal Executive Officer)

November 25, 2025

President and Chief Financial Officer (Principal Financial Officer)

November 25, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ Zachary K.

Chief Executive Officer, Principal Executive Officer and Director

December 3, 2024

Chief Financial Officer, Principal Financial Officer

December 3, 2024

/s/ Brian Carson

Chief Accounting Officer, Principal Accounting Officer

December 3, 2024

Matthew Schultz

Executive Chairman and Chairman of the Board

December 3, 2024

Chairman and Chief Executive Officer (Principal Executive Officer)

November 25, 2025

President and Chief Financial Officer (Principal Financial Officer)

November 25, 2025

/s/ Brian Carson

Chief Accounting Officer (Principal Accounting Officer)

November 25, 2025

/ s/ Larry McNeill

Larry McNeill

December 3, 2024

November 25, 2025

/s/ Roger Beynon

December 3, 2024

November 25, 2025

/ s/ Amanda Cavaleri

Amanda Cavaleri

December 3, 2024

November 25, 2025

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 9A. Controls and Procedures