Item 3. Legal Proceedings
ITEM 3.
LEGAL PROCEEDINGS
We are involved in litigation and various legal matters arising in the normal course of business, including matters related to employment, retail, intellectual property, contractual agreements, and various regulatory compliance activities. Refer to Note 15 in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
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In December 2025, the Company filed a lawsuit in the U.S. Court of International Trade (“CIT”) challenging the legality of incremental tariffs and seeking a refund of incremental tariffs paid by the Company. The Company filed a Consent Motion to Consolidate this case with related cases under AGS Company Automotive Solutions v. United States Customs and Border Protection et al. To facilitate the administration of new cases that continue to be filed challenging the imposition of incremental tariffs, the case was stayed pending the final outcome of V.O.S. Selections, Inc. v. United States (“V.O.S”), which held that IEEPA does not authorize a U.S. President to impose tariffs, and the CIT’s determination of appropriate next steps. On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump (“Learning Resources”) that IEEPA does not authorize a U.S. President to impose tariffs during peacetime national emergencies and that the challenge to the legality of the incremental tariffs was within the exclusive jurisdiction of the CIT, thus affirming the decision in V.O.S. Therefore, the outcome of the Company’s matter at the CIT may impact our ability to recover the approximately $50 million in incremental tariffs that we paid in 2025, in addition to the incremental tariffs we have paid in 2026.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.