What changed in this filing

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Item 1B. Unresolved Staff Comments

2026-02-20 compared with 2025-02-28 · 21 added, 25 removed, 17 unchanged (73% of the section changed)

1 unchanged sentence

Cybersecurity

We have a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information, which includes a cybersecurity Incident Response Plan (“IRP”).

Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

We have a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

Our cybersecurity risk management program is integrated into our overall risk

management program and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Cybersecurity Risk Identification and Management

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This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS V8 controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program includes the following:

• third party risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

Key elements of our cybersecurity risk management program include but are not limited to the following:

• third party risk assessments designed to help identify material cybersecurity risks to our critical systems and information;

• a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

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• end-user testing to assess the effectiveness of our security measures;

• cybersecurity awareness training of our employees, incident response personnel, and senior management, including mandatory computer-based training, phishing awareness campaigns, and internal communications;

• a cybersecurity IRP that includes procedures designed for identifying, analyzing, containing, remedying and otherwise responding to cybersecurity incidents;

• cybersecurity awareness training of our employees, including incident response personnel and senior management, such as mandatory computer-based training, phishing awareness campaigns, and internal communications;

• an Incident Response Plan (“IRP”) that includes procedures designed for identifying, analyzing, containing, remedying and otherwise responding to cybersecurity incidents;

• testing of our incident response readiness through Disaster Recovery and Business Continuity Plan exercises;

• a third-party risk management process for service providers, suppliers, and vendors who have access to our critical systems and information.

• a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

For more information, see the section titled “Risk Factors–Risks Related to Our Stores and Operations–We and our vendors rely on information technology, and any material failure, inadequacy, interruption or security incident affecting that technology could harm our business, results of operations and financial condition.”

Our management team, including our Senior Vice President of Information Systems and Vice President of Information Security and Compliance, is responsible for assessing and managing our material risks from cybersecurity threats.

We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.For more information, see the section titled “Risk Factors–Risks Related to Our Stores and Operations–We and our vendors rely on information technology, and any material failure, inadequacy, interruption or security incident affecting that technology could harm our business, results of operations and financial condition.”

Our management team, including our Senior Vice President of Technology and Vice President of Information Security and Compliance, is responsible for assessing and managing our material risks from cybersecurity threats.

The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Our management team overseeing cybersecurity has over 25+ years of technology and cybersecurity experience, and certain of our team hold various cybersecurity certifications, including the Certified Information Systems Security Professional (CISSP) certification.

Our management team overseeing cybersecurity has technology and cybersecurity experience, and certain of our team hold various cybersecurity certifications, including the Certified Information Systems Security Professional (CISSP) certification.

Our Senior Vice President of Technology has over 20 years of experience as a technology leader, has led large-scale digital transformations, and has deployed industry-leading systems and strategies to improve reliability.

Our Vice President of Information Security and Compliance has been in the information technology field for over 30 years, led our IT operations for 18 years, and has been solely dedicated to our cybersecurity efforts for the last nine years.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel;

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and alerts and reports produced by security tools deployed in the IT environment.

We are able to identify cybersecurity breaches through various channels, including but not limited to automated event detection alerts, reports from employees, notifications from external entities such as third-party IT service providers, and proactive threat investigations in collaboration with our external partners.

Upon spotting a potential cybersecurity breach, including those involving third-party cyber events, our designated incident response team outlined in the IRP adheres to the policy's protocols to investigate the suspected incident.

This investigation entails determining the nature of the event (e.g., ransomware attack or breach of personal data), evaluating the severity of the incident, and gauging the sensitivity of any compromised data.

In the event of a cybersecurity breach, our primary objective is to swiftly contain it by the procedures detailed in our IRP.

Once containment is achieved, our focus shifts to remediation and recovery efforts.

These actions are tailored to the specifics of the breach and may involve tasks such as rebuilding systems or hosts, replacing compromised files with clean versions, verifying the integrity of affected files or data, enhancing network surveillance or logging to detect future attacks, adjusting administrative account privileges, fortifying network security like firewall configurations, and providing additional training to employees.

Additionally, we carry cybersecurity insurance to cover certain expenses associated with security lapses and specified cyber incidents that disrupt our network or those of our vendors, subject to predefined limits and exclusions.

Our IRP includes clear communication guidelines, outlining procedures for engaging executive management, internal and external legal counsel, the Audit Committee, and the Board.

These protocols also encompass a framework for evaluating our regulatory reporting obligations to entities such as the SEC in the aftermath of a cybersecurity incident.

We leverage AI-enabled security tools to assist in identifying anomalous activity, to enhance threat detection, and in our incident response processes.

We also consider risks associated with AI initiatives within our cybersecurity risk management program and apply appropriate controls to help protect AI related systems and information.

Board Oversight of Cybersecurity

Our Board considers cybersecurity risk as part of its risk oversight function and oversees management’s implementation of our cybersecurity risk management program.

In addition, management updates the Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

In addition, management updates the Board, where it deems appropriate, regarding any cybersecurity incidents it considers to be significant, or potentially significant.

The Board receives briefings from management on our cyber risk management program on a quarterly basis.

Board members receive presentations on cybersecurity topics from our Senior Vice President of Information Systems as well as our Vice President of Information Security and Compliance , internal security staff or external experts as part of the Board’s

continuing education on topics that impact public companies.

The Audit Committee oversees required disclosures in the event of a cybersecurity breach.

As part of our board refreshment efforts in recent years, we have added directors with information technology governance skills.

Currently, five members of our Board have cybersecurity experience from their principal occupation, other professional experience or third-party director education courses on cybersecurity, including cyber risk governance, and data privacy and security issues and trends.

Board members receive presentations on cybersecurity topics from our Senior Vice President of Technology as well as our Vice President of Information Security and Compliance , internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.

The Audit Committee oversees required disclosures in the event of a cybersecurity incident.

Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel;

threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us;

and alerts and reports produced by security tools deployed in our IT environment.

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 1B. Unresolved Staff Comments