What changed in this filing

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Item 9A. Controls and Procedures

2026-01-29 compared with 2025-02-10 · 122 added, 244 removed, 504 unchanged (42% of the section changed)

33 unchanged sentences

A material weakness is a significant deficiency, or combination of deficiencies, in internal

control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial

statements may not be prevented or detected.

Management determined that there was a lack of resources to provide segregation of duties

consistent with control objectives, the lack of sufficient and consistent real time remote communications, and the lack of a fully developed

formal review process that includes multiple levels of review over financial disclosure and reporting processes.

However, management has

been in the process of implementing new controls that should mitigate, if not fully eliminate certain identified risks in our control

over financial reporting.

control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim

financial statements may not be prevented or detected.

Management determined that there was a lack of resources to provide segregation

of duties consistent with control objectives, and a lack of a fully developed formal review process that includes multiple levels of review

over financial disclosure and reporting processes.

The weaknesses and the related risks are not uncommon

41 unchanged sentences

of such person:

in Position or Office

March 19, 2023–

Dates in Position or Office

David Worner (1)

March 19, 2023– Current

Mark Thoenes (2)

Director and Interim Chief Executive Officer

August 1, 2023– Current

Ketankumar Patel (3)

April 24, 2024– Current

Ashesh Modi (4)

April 24, 2024– Current

Eric Morris (5)

Interim Chief Financial Officer

3 unchanged sentences

From June 30, 2021 until August 1, 2023, he served as our Interim Chief Financial Officer.

Mark Thoenes was appointed our Interim Chief Executive Officer of our company on September 12, 2024

Patel serves as Chair of the Compensation Committee and a member of the Governance and Nominating, and Audit Committees.

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Modi is qualified to serve on our board of directors due to his background in our industry.

Eric Morris, Interim Chief

Financial Officer.

Eric Morris, Interim Chief Financial

Morris has served as our Interim Chief Financial Officer since March 2024.

Prior to this position he was our

Controller from April 2023 to March 2024.

Prior to this position he was our Controller

from April 2023 to March 2024.

He has been a licensed Certified Public Accountant since 2006.

From Sept 2017 to April 2023,

he worked as a fractional accounting consultant at a privately held company with a diverse group of clients.

From Sept 2017 to April 2023, he worked

as a fractional accounting consultant at a privately held company with a diverse group of clients.

Prior to his time as a consultant,

5 unchanged sentences

Officer because of his prior and current management experience, as well as his business experience

Changes to Management and Board of Directors in

the year ended October 31, 2024

On December 21, 2023, Eric Mosser,

the Company’s then Chief Executive Officer and President of our company, provided written notice to our board of directors of his

resignation as a member of the board, effective immediately.

Mosser’s resignation is not due to any disagreements between him

and our company or our board of directors.

connection with his resignation, on December 21, 2023, we and Mr.

Mosser entered into an amendment to Mr.

Mosser’s employment agreement

with our company, dated August 1, 2023.

Pursuant to such amendment, effective December 21, 2023, Mr.

Mosser resigned as Chief Executive

Officer and President of our company and became a Senior Advisor to our company and the Chief Executive Officer of KBI.

reported to Barry M.

Hopkins, our Executive Chairman, until such time as a new Chief Executive Officer and

President would be appointed.

At such time, Mr.

Mosser reported to our Chief Executive Officer as a Senior Advisor.

Pursuant to the Amendment,

Mosser’s base salary was $251,000 per annum,

effective as of January 1, 2024.

December 21, 2023, the Board appointed Eric

Mosser, a current Senior Advisor to the Company and the Chief Executive Officer of Kaival International Brands, LLC, a wholly

owned subsidiary of the Company, as the Company’s President and Interim Chief Executive Officer, to serve in such capacity

until a successor is duly appointed and approved by the Board.

On December 22, 2023, our board of directors appointed Mr.

Hopkins as Interim

Chief Executive Officer and President of our company, to serve in such capacity until a successor is duly appointed and approved by our

On January 25, 2024, James P.

provided written notice to the board of directors of his resignation from the Board, effective immediately

On February 20, 2024, Thomas Metzler,

the Chief Financial Officer, Secretary and Treasurer of the Company, provided written notice to the Company’s Board of his resignation,

effectively immediately.

On February 22, 2024, Barry M.

Hopkins, the Interim Chief Executive Officer, President, and Director of the Company, provided written notice to the Company’s Board

of Directors (the “Board”) of his resignation, effectively immediately.

On February 22, 2024, Stephen Sheriff,

the Chief Operating Officer of the Company, provided written notice to the Company’s Board of his resignation, effectively immediately.

On February 22, 2024, Roger Brooks,

a Director of the Company, provided written notice to the Company’s Board of his resignation effectively immediately.

On February 26, 2024, George Chuang,

a Director of the Company, provided written notice to the Company’s Board of his resignation effectively immediately.

On March 7, 2024, the Board appointed

Nirajkumar Patel, the Company’s Chief Science and Regulatory Officer, as the Company’s Chief Executive Officer.

On March 7, 2024, the Board appointed Eric

Morris as the Company’s Interim Chief Financial Officer, to serve in such capacity until a successor is duly appointed

and approved by the Board.

8, 2024, Eric Mosser, President and the Interim Chief Executive Officer of the Company, provided written notice to the Company’s

Board of his resignation, effectively immediately.

On April 23, 2024, Ashesh Modi was appointed

to the Board of Directors of the Company.

On April 23, 2024, Ketankumar

Patel was appointed to the Board of Directors of the Company.

On September 12, 2024, the Board

appointed Mark Thoenes as interim chief executive officer of the Company, effective immediately.

He succeeded Mr.

Nirajkumar Patel who

unexpectedly passed away on September 7, 2024.

Family Relationships

1 unchanged sentence

among any of our directors or executive officers.

Involvement in Certain Legal

Involvement in Certain Legal Proceedings

During the last ten years, none

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The entire Board met 16 times, including telephonic meetings, during

fiscal year 2025.

All directors attended at least 75% of our Board meetings held during the time each director served on our Board.

1 unchanged sentence

Audit Committee currently consists of David Worner (Chair), Ketankumar Patel and Ashesh Modi.

The Audit Committee met 4 times during fiscal

The meetings included discussions with management and with our independent registered public accounting firm to discuss our interim

and annual financial statements, and the effectiveness of our financial and accounting functions and organization.

The Audit Committee met 4 times during

The meetings included discussions with management and with our independent registered public accounting firm to discuss our

interim and annual financial statements, and the effectiveness of our financial and accounting functions and organization.

The Audit Committee

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compensation program and the director compensation program.

and Nominating Committee .

Governance and Nominating Committee currently consists of Ashesh Modi (Chair), David Worner and Ketankumar Patel.

The Governance and Nominating

Committee did not meet as such during fiscal 2024.

The Governance and Nominating Committee acts pursuant to a written charter adopted

by our Board.

Governance and Nominating

The Governance and Nominating Committee currently consists of Ashesh Modi (Chair), David Worner and Ketankumar Patel.

The Governance and Nominating Committee did not meet as such during fiscal 2025.

The Governance and Nominating Committee acts pursuant

to a written charter adopted by our Board.

The purpose of the Governance and

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website at https://ir.kaivalbrands.com/governance/governance-documents/default.aspx.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934,

as amended, requires our directors, executive officers and persons who own more than 10% of our outstanding shares of common stock (“Ten

Percent Holders”) to file with the SEC reports of their share ownership and changes in their share ownership of our common stock.

Directors, executive officers and Ten Percent Holders are also required to furnish us with copies of all ownership reports they file with

To our knowledge, based solely on a review of the copies of such reports furnished to us, the following directors, executive

officers and Ten Percent Holders did not comply with all Section 16(a) filing requirements as of October 31, 2024 as follows:

Patel and Modi filed their Form 3s late in 2024

Insider Trading Policy

In March 2023, we adopted an insider trading policy governing the purchase,

sale, and/or other dispositions of our securities by our directors, officers, and employees, to promote compliance with insider trading

laws, rules and regulations, and applicable Nasdaq listing standards applicable to us.

Our insider trading policy, among other things,

prohibits our directors, officers, and employees from holding our securities in a margin account or pledging our securities as collateral

In addition, our insider trading policy prohibits employees, officers, and directors from engaging in put or call options,

short selling, or similar hedging activities involving our stock.

In March 2023, we adopted an insider trading policy

governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, to promote compliance

with insider trading laws, rules and regulations, and applicable Nasdaq listing standards applicable to us.

Our insider trading policy,

among other things, prohibits our directors, officers, and employees from holding our securities in a margin account or pledging our securities

as collateral for a loan.

In addition, our insider trading policy prohibits employees, officers, and directors from engaging in put or

call options, short selling, or similar hedging activities involving our stock.

Compensation Committee Interlocks and Insider Participation

22 unchanged sentences

Eric Morris, Interim CFO

the fair value of stock awards during the years in accordance with FASB ASC 718, Compensation–- Stock Compensation, using actual

forfeitures that were immaterial.

For valuation assumptions related to the 2023 option awards, refer to Note 2, “ Share-Based

Compensation ,” to the accompanying audited consolidated financial statements for the year ended October 31, 2024.

Reflects the fair value of stock awards during the years in accordance with FASB ASC 718, Compensation–- Stock Compensation, using actual forfeitures that were immaterial.

For valuation assumptions related to the 2023 option awards, refer to Note 2, “ Share-Based Compensation ,” to the accompanying audited consolidated financial statements for the year ended October 31, 2024.

Nirajkumar Patel resigned from the Company on September 7, 2024, upon his passing.

2 unchanged sentences

Sheriff resigned from the Company on February 22, 2024.

Consulting fees pursuant to

the Consulting Agreement (as defined below).

Consulting fees pursuant to the Consulting Agreement (as defined below).

See “Narrative Discussion” for additional information.

5 unchanged sentences

Nirajkumar Patel

During the fiscal year ended October 31, 2024, we paid a base salary of approximately

$241,499 to Nirajkumar Patel, our former CEO, Chief Science & Regulatory Officer, compared to a base salary of approximately $276,000

for the fiscal year ended October 31, 2023.

We issued the following stock compensation

Patel during fiscal years 2023 and 2024:

Vesting and/or Issuance Date

Number of Shares of our Common Stock

Price Per Share

Aggregate Value

During the fiscal year ended October

31, 2024, we paid a base salary of approximately $129,549 to Eric Mosser, our former CEO, compared to a base salary of approximately $300,000

for the fiscal year ended October 31, 2023.

We issued the following stock compensation

Mosser during fiscal years 2023 and 2024:

Vesting and/or Issuance Date

Number of Shares of our Common Stock

Price Per Share

Aggregate Value

31, 2024, we paid a base salary of approximately $241,499 to Nirajkumar Patel, our former CEO, Chief Science & Regulatory Officer.

During the fiscal year ended October

31, 2024, we paid a base salary of approximately $74,583 to Mark Thoenes, our Interim CEO, compared to a base salary of approximately

31, 2025, we paid a base salary of approximately zero to Eric Mosser, our former CEO, compared to a base salary of approximately $129,549

for the fiscal year ended October 31, 2024.

During the fiscal year ended October

31, 2025, we paid a base salary of approximately $300,000 to Mark Thoenes, our Interim CEO, compared to a base salary

of approximately $74,583 for the fiscal year ended October 31, 2024.

We issued the following stock compensation

6 unchanged sentences

During the fiscal year ended October

31, 2024, we paid a base salary of approximately $83,112 to Thomas Meztler, our former CFO, compared to a base salary of approximately

31, 2025, we paid a base salary of approximately zero to Thomas Meztler, our former CFO, compared to a base salary of approximately $83,112

for the fiscal year ended October 31, 2024.

We issued the following stock compensation

Meztler during fiscal years 2023 and 2024:

Vesting and/or Issuance Date

Number of Shares of our Common Stock

Price Per Share

Aggregate Value

Stephen Sheriff

During the fiscal year ended October

31, 2024, we paid a base salary of approximately $88,352 to Stephen Sheriff, our former COO, compared to a base salary of approximately

31, 2025, we paid a base salary of approximately zero to Stephen Sheriff, our former COO, compared to a base salary of approximately $88,352

for the fiscal year ended October 31, 2024.

We issued the following stock compensation

Thoenes during fiscal years 2023 and 2024:

Vesting and/or Issuance Date

Number of Shares of our Common Stock

Price Per Share

Aggregate Value

During the fiscal year ended October

31, 2024, we paid a base salary of approximately $168,960 to Eric Morris, our Interim CFO, compared to a base salary of approximately

$84,720 for the fiscal year ended October 31, 2023.

We issued the following stock compensation

Morris during fiscal years 2023 and 2024:

31, 2025, we paid a base salary of approximately $213,000 to Eric Morris, our Interim CFO, compared to a base salary

of approximately $168,960 for the fiscal year ended October 31, 2024.

Vesting and/or Issuance Date

2 unchanged sentences

Aggregate Value

Outstanding Equity Awards at Fiscal Year-End October 31, 2024

Stock Option Awards

Number of Stock Options that Have Not Vested (#)

Market Value of Stock Options that Have Not Vested ($)

Potential Payments Upon Termination or Change-of-Control

9 unchanged sentences

Name of Director

Roger Brooks (2)

George Chuang (3)

Ashesh Modi (6)

Ketankumar Patel

Patel is a named executive officer and, accordingly, his compensation is included in the “Summary Compensation Table” above.

Patel did not receive any compensation for their service as a director for the fiscal year ended October 31, 2024.

away on September 7, 2024.

Brooks resigned from the Board on February 22, 2024.

Chuang resigned from the Board on February 26, 2024.

Cassidy resigned from the Board

on January 25, 2024.

Hopkins resigned from the Board

on February 22, 2024

Modi was appointed to the Board

on April 23, 2024.

Patel was appointed to the

Board on April 23, 2024.

Security Ownership of Certain Beneficial

1 unchanged sentence

Securities Authorized for Issuance Under Equity Compensation Plans

As of October 31, 2024, there

were no outstanding equity awards issued under our Incentive Plan.

In January 2025, the Company

issued 2,950,000 shares of common stock to the Directors and Officers of the Company to complete the merger acquisition deal with Delta.

In December 2025, the Company canceled 2,950,000 shares of common stock due to the termination of the merger agreement with Delta.

Stock Option Plans

41 unchanged sentences

and Management

The following table lists the

beneficial ownership of the Kaival Common Stock as of February 6, 2025, by (i) each named executive officer, (ii) each director, and (iii)

all of Kaival’s current directors and executive officers as a group.

The following table lists the beneficial

ownership of the Kaival Common Stock as of January 26, 2026, by (i) each named executive officer, (ii) each director, and (iii) all of

Kaival’s current directors and executive officers as a group.

Percentage outstanding is based on shares of Kaival Common

Stock outstanding as of February 6, 2025.

Beneficial ownership is determined

in accordance with the rules of the SEC and, thus, represents voting or investment power with respect to the 11,542,302 shares of Kaival

Common Stock outstanding as of February 6, 2025.

In computing the number and percentage of shares beneficially owned by a person, shares

that may be acquired by such person within 60 days of February 6, 2025are counted as outstanding, while these shares are not counted as

outstanding for computing the percentage ownership of any other person.

Except as otherwise indicated, the persons listed below have sole

voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared

with a spouse.

Unless otherwise noted, the address of each person below is c/o Kaival Brands Innovations Group, Inc., 4460 Old Dixie Highway,

Grant-Valkaria, Florida 32949.

Name and Address(1)

Stock outstanding as of January 26, 2026.

Beneficial ownership is

determined in accordance with the rules of the SEC and, thus, represents voting or investment power with respect to the 13,535,402

shares of Kaival Common Stock outstanding as of January 26, 2026.

In computing the number and percentage of shares

beneficially owned by a person, shares that may be acquired by such person within 60 days of January 26, 2026 are

counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other

Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of

our common stock owned by them, except to the extent such power may be shared with a spouse.

Shares of Kaival

Percentage of

Name and Address(1)

Eric Morris(3)

4 unchanged sentences

Current Executive Officers and Directors as a Group (5 Persons)

Kaival Holdings, LLC(8)(9)

Bidi Vapor LLC(10)

(1) The address

for each person listed above is 4460 Old Dixie Highway, Grant-Valkaria, Florida 32949, unless otherwise indicated.

Applicable percentage of ownership is based on 11,542,302 shares of common stock outstanding as of February 6, 2025.

Beneficial ownership is determined

in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of common

stock that are currently exercisable within 60 days of February 6, 2025, are deemed to be beneficially owned by the person holding such

securities for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose

of computing the percentage ownership of any person.

(3) Eric Morris serves as our Interim Chief

Financial Officer.

* Less than 1.0%

(2) Applicable percentage of ownership

is based on 13,535,402 shares of common stock outstanding as of January 26, 2026.

Beneficial ownership is

determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock that are currently exercisable within 60 days of January 20, 2026, are deemed to be beneficially owned by the

person holding such securities for the purpose of computing the percentage of ownership of such person but are not treated as

outstanding for the purpose of computing the percentage ownership of any person.

(3) Eric Morris serves as our Interim Chief Financial Officer.

Includes approximately

6,020 shares of our common stock and 1,191 shares of our common stock issuable upon the exercise of vested options.

(4) David Worner serves as a member

of our board.

Includes approximately 15,952 shares of our common stock issuable upon the exercise of vested options.

Worner serves as a member of our board.

Includes approximately 10,952 shares of our common stock issuable upon the exercise of vested

Thoenes serves as a member of our board.

Includes approximately 14,524 shares of our common stock issuable upon the exercise of vested

3,000 shares underlying vested options.

KDMM Trust I is the sole voting member of Kaival Holdings, LLC and Ankitaben Patel, as trustee of KDMM Trust I, has voting control

over the Kaival shares owned by Kaival Holdings LLC.

Wickham Road, Suite 130 Melbourne, FL 32935

Trust I owns all of the equity of Bidi and Ankitaben Patel, as trustee of KDMM Trust I, has voting control over the Kaival shares owned

(5) Mark Thoenes serves as a member of our board.

Includes approximately 80 shares

of our common stock and 19,524 shares of our common stock issuable upon the exercise of vested options.

(6) Includes 6,000 shares underlying

vested options.

(7) Includes 6,000 shares underlying

vested options.

Certain Relationships and Related Party Transactions

1 unchanged sentence

year, we have entered into or participated in the following transactions with related persons:

During the year ended October 31, 2024, the Company recognized revenue of $5,950

from three companies owned by Nirajkumar Patel, former Chief Executive Officer and director of the Company and/or his wife.

Purchases and Accounts Payable

year ended October 31, 2024, 100% of the inventories of products, consisting solely of the BIDI® Stick, were purchased from

Bidi, a related party controlled by Nirajkumar Patel and/or his wife ,

in the amount of $0.3 million.

The KBI License Agreement provides

that KBI shall pay Bidi license fees equivalent to 50% of the adjusted earned royalty payments, after any offsets due to jointly agreed

costs such development costs incurred for entry to specific international markets.

During the year ended October 31, 2025, the Company

paid license fees of approximately $220,000 to Bidi.

As of October 31, 2024, the Company had accounts payable to Bidi of $131,683 for

license fees.

Leased Office Space and Storage

recognized revenue of zero from three companies owned by Nirajkumar Patel, former Chief Executive Officer and director of the Company

and/or his wife.

Purchases and Accounts Payable

The KBI License Agreement provides that KBI shall

pay Bidi license fees equivalent to 50% of the adjusted earned royalty payments, after any offsets due to jointly agreed costs such development

costs incurred for entry to specific international markets.

During the year ended October 31, 2025, the Company paid license fees of approximately

$266,215 to Bidi.

As of October 31, 2025, the Company had accounts payable to Bidi of $50,000 for license fees.

Leased Office Space and Storage Space

We capitalize all leased assets

6 unchanged sentences

office building and warehouse, together with all improvements thereon.

Just Pick is considered a related party because our Chief Executive

Officer and director, Mr.

Just Pick is considered a related party because our former Chief

Executive Officer and director, Mr.

Nirajkumar Patel, owns and controls Just Pick.

On January 7, 2026, the Company executed

a settlement agreement with Just Pick where both parties agreed to no further payments remaining for the office lease liability.

Policies and Procedures for Related Party Transactions

6 unchanged sentences

Principal Accounting Fees and Services.

is the aggregate amount of fees billed for professional services rendered by Malone Bailey,

LLP, our principal accountants with respect to our fiscal year ended October 31, 2024, and

October 31, 2023.

Below is the aggregate amount of

fees billed for professional services rendered by Malone Bailey, LLP, our principal accountants with respect to our fiscal year ended

October 31, 2025, and October 31, 2024.

Audit and review fees

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(b) Exhibits required by Item 601 of Regulation S-K.

Exhibit Description

Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to our Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on March 25, 2019, and is incorporated herein by reference thereto.

36 unchanged sentences

Asset Purchase Agreement by and among Kaival Brands Innovations Group, Inc., Kaival Labs, Inc., and GoFire, Inc., dated May 30, 2023, which was filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 14, 2023, and is incorporated herein by reference thereto.

of Amendment to Deed of License Agreement, executed and entered into by the Company on August 12, 2023, by and among Philip Morris

Products S.A., Kaival Brands International, LLC, Bidi Vapor, LLC and the Company.

which was filed as Exhibit 10.1 to our Quarterly

Report on Form 10-Q filed with the Securities and Exchange Commission on September 19, 2023, and is incorporated herein by reference

Deed of Amendment to Deed of License Agreement, executed and entered into by the Company on August 12, 2023, by and among Philip Morris Products S.A., Kaival Brands International, LLC, Bidi Vapor, LLC and the Company.

which was filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 19, 2023, and is incorporated herein by reference thereto.*+

Amended and Restated Board of Directors Compensation Agreement with Ashesh Modi which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2024 and incorporated herein by reference thereto.

2 unchanged sentences

Amended and Restated Board of Directors Compensation Agreement with Mark Thoenesl which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2024 and incorporated herein by reference thereto.

Letter Agreement dated October 25, 2024, between the Company and Bidi Vapor, LLC*

Debt Exchange Agreement dated October 25, 2024, between the Company and Bidi Vapor, LLC*

Amended and Restated Insider Trading Policy*

8 unchanged sentences

Compensation Clawback Policy*

Instance Document*

Taxonomy Extension Schema Document*

XBRL Taxonomy Extension

Calculation Linkbase Document*

Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy

Extension Label Linkbase Document*

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Presentation Linkbase Document*

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101)*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*Filed herewith.

9 unchanged sentences

undersigned, thereunto duly authorized.

Kaival Brands

Innovations Group, Inc.

Kaival Brands Innovations Group, Inc.

/s/ Mark Thoenes

Interim Chief Executive

January 28, 2026

Pursuant to the requirements of

1 unchanged sentence

capacities and on the dates indicated.

/s/ Mark Thoenes

Interim Chief Executive Officer, Director

February 7, 2025

January 28, 2026

/s/ Eric Morris

Interim Chief Financial Officer

February 7, 2025

/s/ Kentankumar

January 28, 2026

/s/ David Worner

January 28, 2026

/s/ Kentankumar Patel

Kentankumar Patel

February 7, 2025

January 28, 2026

/s/ Ashesh Modi

January 28, 2026

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