What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-15 · 89 added, 93 removed, 280 unchanged (39% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), 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 (the “Exchange Act”), as of December 31, 2024.

Based on that evaluation, the CEO and CFO concluded that as a result of the material weaknesses in our internal control over financial reporting described below, the Company’s disclosure controls and procedures were ineffective as of December 31, 2024.

Notwithstanding the material weaknesses in internal control over financial reporting described above, our management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with GAAP.

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a–15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2025 (the “Evaluation Date”).

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, we identified material weaknesses in internal control over financial reporting related to (i) the accounting for complex transactions and estimates requiring significant judgment and (ii) revenue recognition.

As of the Evaluation Date, these material weaknesses had not yet been remediated.

In addition, during 2025, the Company also identified control deficiencies related to the impact of reductions in force and turnover in certain senior accounting and control-related roles, which resulted in temporary capacity constraints within our finance organization and affected the consistent execution, review, and documentation of certain internal control activities.

These material weaknesses are described in further detail in “Management’s Report on Internal Control over Financial Reporting” below.

As a result of these material weaknesses, our disclosure controls and procedures were not effective as of the Evaluation Date.

Management’s Report on Internal Control Over Financial Reporting

Management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in the COSO’s Internal Control-Integrated Framework (2013).

Our internal control over financial reporting includes those policies and procedures designed to, in reasonable detail, accurately and fairly reflect the Company’s transactions, and provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

2 unchanged sentences

Based on this evaluation, management has concluded our internal control over financial reporting as of December 31, 2025 was not effective due to the material weaknesses in the Company’s internal control over financial reporting described below.

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.

In our 2023 10-K (as filed with the SEC on February 29, 2024), we disclosed material weaknesses in internal control over financial reporting related to:

(i) the accounting for complex transactions and estimates requiring significant judgment, and (ii) revenue recognition.

During the audit of our financial statements for the fiscal year ended December 31, 2024, we determined that the material weaknesses in internal control over financial reporting identified as of December 31, 2023 still exist relating to:

(i) the accounting for complex transactions and estimates requiring significant judgment and (ii) revenue recognition.

We will continue to assess the allocation of resources necessary to ensure effective controls over revenue recognition and accounting for complex transactions and other areas requiring significant judgment.

We have taken and will continue to take steps to improve our internal control processes and will continue to review, optimize, enhance, and test our controls and procedures as our control environment matures over time.

The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Material Weaknesses

Management evaluated these deficiencies in the context of the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management determined that the deficiencies described above constituted a material weakness in the Control Environment component of the COSO framework due to turnover and staffing reductions that temporarily reduced the depth and continuity of oversight within the accounting and financial reporting function.

The Control Environment material weakness also affected the following components of the COSO framework resulting in material weaknesses associated with each component and in the aggregate as of December 31, 2025:

• Control Activities — due to inconsistent execution, review, and documentation of controls related to complex accounting transactions, significant estimates, and revenue recognition.

• Monitoring Activities — due to limited supervisory review capacity and insufficient formalized ongoing evaluations of control performance during the period.

• Risk Assessment - due to lack of a formal process to identify, update, and assess risks, that could significantly impact the design and operation of the Company’s control activities.

• Information and Communication - due to lack of internal communication of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control;

and communicating relevant information to external parties timely.

Based on the material weaknesses described above, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.

Notwithstanding the material weaknesses described above, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S.

generally accepted accounting principles, as management performed additional procedures, including engaging a qualified external contractor to support the execution of financial close and reporting processes, performing enhanced reviews of account reconciliations, and providing additional oversight over financial statement preparation.

Remediation Efforts

Management is actively implementing a remediation plan designed to address the material weaknesses described above.

To strengthen the control environment, during 2025 we implemented personnel changes within our accounting and financial reporting organization, including the addition of experienced accounting professionals and enhancements to leadership oversight.

These actions are intended to improve accountability, oversight, and the overall capacity of the finance function.

To improve control activities, we are enhancing review procedures, formalizing documentation standards, and strengthening controls related to complex accounting transactions, significant estimates, and revenue recognition.

To enhance monitoring activities, management is implementing more structured supervisory reviews and more formalized evaluations of control performance to support the timely identification and remediation of deficiencies.

To enhance risk assessment processes, management is implementing a more formalized approach to risk identification and evaluation, including the establishment of periodic risk assessment procedures, defined risk ownership, and standardized documentation practices.

These efforts are intended to improve the identification, assessment, and monitoring of risks relevant to financial reporting.

To strengthen information and communication, management is enhancing internal communication protocols and documentation standards to support the timely and accurate flow of information relevant to internal control over financial reporting.

This includes clarifying roles and responsibilities and establishing more consistent processes for communicating control-related matters across the organization.

While we believe that these actions represent meaningful progress in our remediation efforts, the material weaknesses have not yet been remediated.

Remediation requires that the enhanced controls be fully designed and implemented, operate effectively for a sufficient period of time, and that management complete its evaluation of both design and operating effectiveness.

Until these measures are fully implemented and operating effectively, there remains an elevated risk that control deficiencies could continue to impact the Company’s internal control over financial reporting.

Management will continue to monitor these risks as the remediation plan progresses.

Changes in Internal Control Over Financial Reporting

Other than described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except as otherwise described herein, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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LanzaTech’s Code of Conduct and Ethics applies to all of the executive officers, directors and employees of LanzaTech and its subsidiaries.

We will provide, without charge, upon request, copies of the Code of Ethics.

Our Code of Conduct and Ethics is available on our website.

We will provide, without charge, upon request, copies of the Code of Conduct and Ethics.

Our Code of Conduct and Ethics is available on our website at www.lanzatech.com under “Investor Relations:

Corporate Governance:

Documents & Charters”.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of Code of Conduct and Ethics on our website at www.lanzatech.com under “Investor Relations:

Corporate Governance:

Documents & Charters”.

LanzaTech’s website and the information contained on, or that can be accessed through, such website is not deemed to be incorporated by reference in, and are not considered part of, this Annual Report.

6 unchanged sentences

2015 Stock Plan (the “2015 Plan”), the LanzaTech NZ, Inc.

2015 Stock Plan (the

“2015 Plan”), the LanzaTech NZ, Inc.

2019 Stock Plan (the “2019 Plan”), and the LanzaTech 2023 Long-Term Incentive Plan (the “2023 Plan”).

1 unchanged sentence

Weighted-average exercise price of all outstanding options, warrants, and rights

(2) Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders 203,838 $ 142.21 198,137

2 unchanged sentences

(1) Consists of the following:

65,620 shares of common stock subject to outstanding awards changed under the 2006 Scheme 6,496,252 shares of common stock subject to outstanding awards changed under the 2015 plan, 6,131,609 shares of common stock subject to outstanding awards changed under the 2019 Plan, and 13,819,826 shares of common stock subject to outstanding awards changed under the 2023 plan.

Performance-based RSUs are, for purposes of this column, assumed to be payable at 100% of target.

656 shares of common stock subject to outstanding awards under the 2006 Scheme, 46,810 shares of common stock subject to outstanding awards under the 2015 plan, 65,037 shares of common stock subject to outstanding awards under the 2019 Plan, and 91,335 shares of common stock subject to outstanding awards under the 2023 Plan.

Performance-based RSUs are, for purposes of this column, assumed to be payable at 100% of

Following the Business Combination, no additional awards have been or will be granted under the 2006 Scheme or the 2015, and 2019 Plans.

(2) The weighted-average exercise price is calculated solely on the exercise prices of the outstanding options and does not reflect the shares of common stock that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.

(3) Consists of shares available under the 2024 plan as of December 31, 2024.

The aggregate number of shares will automatically increase on January 1 of each year commencing on January 1, 2024, before the expiration of the 2024 Plan, in an amount equal to 3% of the total number of shares of LanzaTech’s capital stock outstanding on December 31 of the preceding year, unless the Board acts prior to January 1st of a given year to provide that the increase for such year will be a lesser number.

The maximum aggregate number of shares which may be issued thereunder pursuant to incentive stock options (“ISOs”) is 760,000,000 shares.

(3) Consists of shares available for future issuance under the 2023 Plan as of December 31, 2025.

The remaining information required by this Item will be included in the 2026 Proxy Statement and incorporated herein by reference or in a Form 10-K Amendment.

17 unchanged sentences

Riley Securities, Inc.

(incorporated by reference to Exhibit 1.

3 of LanzaTech Global Inc.’s Registration Statement on Form S-3, filed with the SEC on May 9, 2024).

(incorporated by reference to Exhibit 1.3 of LanzaTech Global Inc.’s Registration Statement on Form S-3, filed with the SEC on May 9, 2024).

2.1†** Merger Agreement, dated as of March 8, 2022, by and among AMCI Acquisition Corp.

9 unchanged sentences

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

3.1** Second Amended and Restated Certificate of Incorporation of LanzaTech Global, Inc., (incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Pre- Effective Amendment No.

1 to Registration Statement on Form S-3, filed with the SEC on October 11, 2024).

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of LanzaTech Global, Inc.

(incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on October 8, 2024).

3.1** Restated Certificate of Incorporation of LanzaTech Global, Inc., dated August 18, 2025 (incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 19, 2025).

3.2** Amended and Restated Bylaws of LanzaTech Global, Inc.

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(incorporated by reference to Exhibit 4.3 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).

4.12** Form of FPA ( Shortfall) Warrant (incorporated by reference to Exhibit 4.4 to LanzaTech Global, Inc's Current Report on Form 8-K/A, filed with the SEC on March 28, 2023).

Form of Amended FPA ( Shortfall ) Warrant (incorporated by reference to Exhibit 4.12.1 of the Company’s Registration Statement on Form S-1/A, filed with the SEC on May 22, 2023.)

4.12* First Amendment, dated May 13, 2023, to Common Stock Purchase Warrant, dated March 27, 2023, between LanzaTech Global, Inc.

and ACM ARRT H LLC.

4.13** Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on August 8, 2024).

Description of Securities (incorporated by reference to Exhibit 4.1 of LanzaTech Global Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2024).

4.14* Description of Securities .

Form of Convertible Note Purchase Agreement, dated August 5, 2024 (incorporated by reference to Exhibit 10.1 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on August 8, 2024).

18 unchanged sentences

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.8#†** Amended and Restated Investment Agreement, dated April 2, 2021, by and among LanzaTech, Inc., LanzaJet, Inc., Mitsui & Co., Ltd., Suncor Energy Inc., British Airways PLC and Shell Ventures LLC (incorporated by reference to Exhibit 10.13 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

Second Amended and Restated Investment Agreement, dated October 16, 2025, by and among LanzaTech, Inc., LanzaJet, Inc., Mitsui & Co., Ltd., Suncor Energy Inc., British Airways PLC and Shell Ventures LLC (incorporated by reference to Exhibit 10.1 of the Company ’ s Form 10-Q, filed with the SEC on November 19, 2025).

10.9#†** Intellectual Property and Technology License Agreement, dated May 28, 2020, between LanzaTech, Inc.

2 unchanged sentences

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.10#†** Amended and Restated Stockholders’ Agreement, dated April 2, 2021, by and among LanzaJet, Inc., LanzaTech, Inc., Mitsui & Co., Ltd., Suncor Energy Inc., British Airways PLC, and Shell Ventures LLC.

(incorporated by reference to Exhibit 10.15 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.10#†* Third Amended and Restated Stockholders’ Agreement, dated February 11, 2026, by and among LanzaJet, Inc., LanzaTech, Inc., Mitsui & Co., Ltd., Suncor Energy Inc., British Airways PLC, and Shell Ventures LLC.

10.11#** Amended and Restated Alliance Agreement, dated February 15, 2022, by and between LanzaTech NZ, Inc.

62 unchanged sentences

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.22+** Employment Agreement, dated October 21, 2013, between Dr.

Sean Simpson and LanzaTech, Inc.

(incorporated by reference to Exhibit 10.27 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.22.1+** Letter from LanzaTech, Inc.

Sean Simpson, dated January 6, 2020 (incorporated by reference to Exhibit 10.27.1 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.22.2+†** Transition Letter, entered into on January 2, 2023, between Dr.

Sean Simpson and LanzaTech, Inc.

(incorporated by reference to Exhibit 10.27.2 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.22.3+†** Consulting Agreement, entered into on January 2, 2023, between Dr.

Sean Simpson and LanzaTech, Inc.

(incorporated by reference to Exhibit 10.27.3 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.23+** Employment Agreement, dated May 28, 2021, between Geoff Trukenbrod and LanzaTech, Inc.

(incorporated by reference to Exhibit 10.28 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.23.1+†** Executive Employment Agreement, dated December 21.

2022, between Geoff Trukenbrod and LanzaTech Global, Inc.

(incorporated by reference to Exhibit 10.28.1 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.21.3+* Executive Employment Agreement, dated November 26, 2024, between Sushmita Koyanagi and LanzaTech Global, Inc.

10.21.4+* Promotion Letter Agreement, dated June 4, 2025, between Sushmita Koyanagi and LanzaTech Global, Inc.

Executive Employment Agreement, dated March 3, 2023, between Zara Summers and LanzaTech Global, Inc.

10.22+** Deed Poll Relating to Option Schemes Established by LanzaTech New Zealand Limited and LanzaTech New Zealand Limited 2006 Share Option Scheme (incorporated by reference to Exhibit 10.29 of AMCI Acquisition Corp.

6 unchanged sentences

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.25+** LanzaTech New Zealand Limited 2011 Stock Plan.

(incorporated by reference to Exhibit 10.30 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.25.1+** Form of Stock Option Agreement under the LanzaTech New Zealand Limited 2011 Stock Plan (incorporated by reference to Exhibit 10.30.1 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.25.2+** Form of Stock Option Agreement under the LanzaTech New Zealand Limited 2011 Stock Plan (New Zealand employees) (incorporated by reference to Exhibit 10.30.2 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

LanzaTech New Zealand Limited 2015 Stock Plan (incorporated by reference to Exhibit 10.32 of AMCI Acquisition Corp.

2 unchanged sentences

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.26.2+** Form of Stock Option Agreement under the LanzaTech New Zealand Limited 2013 Stock Plan (New Zealand employees) (incorporated by reference to Exhibit 10.31.2 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.27+** LanzaTech New Zealand Limited 2015 Stock Plan (incorporated by reference to Exhibit 10.32 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

10.27.1+** Form of Stock Option Agreement under the LanzaTech New Zealand Limited 2015 Stock Plan (incorporated by reference to Exhibit 10.32.1 of AMCI Acquisition Corp.

II.’s Registration Statement on S-4/A, filed with the SEC on January 10, 2023).

LanzaTech NZ, Inc.

43 unchanged sentences

(incorporated by reference to Exhibit 10.2 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on February 20, 2025).

Change in certifying accountant (incorporated by reference to Exhibit 16.1 to LanzaTech Global Inc.’s Current Report on Form 8-K/A, filed with the SEC on March 28, 2023).

Insider Trading Policy

21.1** Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).

Registration Rights Agreement, dated May 7, 2025, between LanzaTech Global, Inc.

and LanzaTech Global SPV, LLC (incorporated by reference to Exhibit 10.3 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on May 9, 2025).

Waiver Agreement between LanzaTech Global, Inc.

and LanzaTech Global SPV, LLC, dated May 31, 2025 (incorporated by reference to Exhibit 10.2 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on June 3, 2025).

Waiver Agreement between LanzaTech Global, Inc.

and LanzaTech Global SPV, LLC, dated September 26, 2025 (incorporated by reference to Exhibit 10.2 to LanzaTech Global, Inc's Current Report on Form 8-K, filed with the SEC on September 26, 2025).

Amendment No.

1 to Loan Agreement, dated July 10, 2025, among LanzaTech, Global Inc., LanzaTech, Inc., LanzaTech NZ, Inc.

and BGTF LT Aggregator LP (incorporated by reference to Exhibit 10.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on July 16, 2025).

Amendment No.

1 to Framework Agreement, dated July 10, 2025, between LanzaTech, Inc.

and BGTF LT Aggregator LP (incorporated by reference to Exhibit 10.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on July 16, 2025).

Form of Subscription Agreement, dated January 21, 2026, between the Company and the private placement investors (incorporated by reference to Exhibit 10.3 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on January 23, 2026).

Warrant to Purchase Shares of Common Stock, dated January 21, 2026, between the Company and LanzaTech Global SPV, LLC (incorporated by reference to Exhibit 10.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on January 23, 2026).

Waiver Agreement, dated January 21, 2026, between the Company and the LanzaTech Global SPV, LLC (incorporated by reference to Exhibit 10.3 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on January 23, 2026).

LanzaJet Series A Stock Purchase Agreement, dated February 11, 2026, by and among LanzaTech, Global Inc., LanzaJet, Inc.

and the investors party thereto.

19.1** Insider Trading Policy (incorporated by reference to Exhibit 19.1 to LanzaTech Global Inc.’s Annual Report on Form 10-K, filed with the SEC on April 15, 2025).

21.1* Subsidiaries of the Registrant .

23* Consent of Deloitte & Touche LLP, independent registered public accounting firm to LanzaTech Global, Inc.

12 unchanged sentences

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

* To be filed by amendment.

* Filed herewith.

** Previously filed.

1 unchanged sentence

+ Management contract or compensatory plan or arrangement.

Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended

Form 10–K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Skokie, State of Illinois, on April 15, 2025.

LANZATECH GLOBAL, INC.

7 unchanged sentences

(Principal Executive Officer)

April 15, 2025

March 31, 2026

Jennifer Holmgren, Ph.D.

/s/ Justin Pugh

Chief Financial Officer

(Principal Financial Officer)

April 15, 2025

/s/ Sushmita Koyanagi

Chief Accounting Officer

(Principal Accounting Officer)

April 15, 2025

Chief Financial Officer

(Principal Financial & Accounting Officer)

March 31, 2026

Sushmita Koyanagi

/s/ Barbara Byrne

Director April 15, 2025

Director March 31, 2026

Barbara Byrne

/s/ Nigel Gormly

Director April 15, 2025

Director March 31, 2026

/s/ Dorri McWhorter

Director April 15, 2025

Director March 31, 2026

Dorri McWhorter

/s/ Jim Messina

Director April 15, 2025

/s/ Gary Rieschel

Director April 15, 2025

Gary Rieschel

Director March 31, 2026

/s/ Thierry Pilenko

Director March 31, 2026

Thierry Pilenko

/s/ Reyad Fezzani

Director March 31, 2026

Reyad Fezzani

Jill Frizzley

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