What changed in this filing

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Item 4. Controls and Procedures

2026-05-14 compared with 2025-11-21 · 29 added, 26 removed, 6 unchanged (90% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025 .

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to the material weaknesses in internal control over financial reporting described further below.

Material Weakness Identified

During the third quarter of 2025, we identified a material weakness in the internal controls over certain aspects of our information technology information systems supporting the financial reporting process.

Specifically, we did not maintain effective controls related to (i) restricting user access to certain financial applications and data to the appropriate personnel, and (ii) monitoring, documenting and approving system or data changes.

Contributing to the ineffectiveness of the our information technology controls was the unanticipated turnover of key personnel during the current year.

As a result of

these deficiencies, the related process-level IT dependent manual and automated application controls were deemed ineffective because their reliability depends on information and configurations from the affected IT systems, and controls over substantially all significant financial statement accounts are impacted.

Previously Reported Material Weakness

In accordance with Rules 13a-15(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), we have performed, with the participation of the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, our CEO and CFO concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2026, as a result of material weaknesses in our internal control over financial reporting as described below.

Previously Reported Material Weaknesses

As disclosed in Item 9A.

"Controls and Procedures" of our Form 10-K/A, we previously identified a material weakness in our internal control related to the assessment and disclosure of events that have occurred that permit lenders to require repayment prior to the debt's stated maturity.

Remediation efforts are underway, including:

• enhancing monitoring controls over the terms of our debt agreement that could affect classification and disclosure in the financial statements

• providing targeted training to key stakeholders, including legal, finance and treasury teams;

• improving documentation and escalation procedures

Additionally, as disclosed in Item 4.

"Controls and Procedures" of our Form 10-Q for the quarter ended March 31, 2025, we previously identified a material weakness in our internal control due to an insufficient number of personnel with an appropriate level of knowledge and experience of generally accepted accounting principles in the United States of America (U.S.

GAAP) that are commensurate with the Company’s financial reporting requirements particularly in the areas of the accounting for income taxes, legal contingencies, the preparation of the statement of cash flows and non-routine transactions.

Remediation efforts are underway, including:

• hiring additional personnel with appropriate knowledge of U.S.

• engaging experienced consultants;

• updating our risk and control documentation to ensure adequate and experienced resources are allocated to identified risks

The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight.

"Controls and Procedures" of our Annual Report on Form 10-K for the year ended December 31, 2025, we previously identified the following material weaknesses in our internal control over financial reporting:

• a deficiency in the operation of our internal controls related to the assessment and disclosure of events that have occurred permitting lenders to require repayment prior to the debt’s stated maturity, including non-automatic events of early maturity;

• an insufficient number of personnel with an appropriate level of knowledge and experience of US GAAP areas with complex accounting and non-routine transactions that are commensurate with the Company’s financial reporting requirements;

• deficiencies in the design and operation of controls in our enterprise resource planning and consolidation systems related to (i) restricting user access to certain financial applications and data to the appropriate personnel, and (ii) monitoring, documenting and approving system or data changes;

• a deficiency in the design and implementation of internal controls over the classification and presentation of delayed vendor payments for capital expenditures in the consolidated statement of cash flows;

• ineffective controls over the completeness, accuracy, and presentation and disclosure of accounting for income taxes, including the determination of income tax expense, income taxes payable and deferred income tax assets and liabilities, and the related valuation allowance;

• deficiencies in internal controls associated with the control environment, control activities, and information and communication components of the COSO framework that constitute a material weakness related to the (i) selection and development of control activities that mitigate risks to acceptable levels, including those related to general controls over technology;

(ii) recruitment, development, and retention of competent individuals in alignment with the Company’s objectives;

(iii) performance of control activities in accordance with established policies and procedures;

(iv) generation and use of relevant, quality information and (v) communication of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control.

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

With the oversight of the Audit Committee of the Board of Directors, the Company continues to implement its remediation plan to address the material weaknesses identified.

Our plan for remediation activities includes the following:

• Effectively operating our controls over the internal communication of triggering events related to non-financial covenants contained within our debt agreements to demonstrate that these controls are operating as designed

• Providing targeted training to key stakeholders, which will include conducting and delivering training on a regular basis to our finance and accounting, legal, treasury and IT team members on how to execute internal control responsibilities

• Continuing to recruit additional personnel with an appropriate level of US GAAP knowledge and experience and providing additional training, especially within areas involving complex accounting considerations and non-routine transactions.

In 2025 and continuing in the first quarter of 2026, we hired personnel in multiple roles in the accounting and financial reporting teams and engaged external resources to augment these teams

• Recruiting additional internal resources and engaging external consultants with knowledge of income tax accounting, and providing focused training to existing and new tax control owners over the control procedures, including the precision of review within existing income tax controls

• Recruiting additional IT personnel with experience in the Company’s operating systems and in the operation of IT general controls

• Designing and implementing additional control activities to address risks related to areas of complex accounting and non-routine transactions, and ensuring that these controls operate at a level of precision to identify all potentially material misstatements of the Company’s consolidated interim and annual financial statements

• Designing and implementing additional controls around the classification and presentation of transactions within the statements of cash flows

• Designing and implementing additional control activities to increase and formalize internal communication of relevant information

• Designing and implementing additional IT general controls, and effectively operating existing IT general controls, related to financial accounting and reporting systems, including implementing monitoring controls, as appropriate

We may also conclude that additional measures may be required to remediate the material weaknesses.

We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate.

Management remains committed to remediating these weaknesses and maintaining an effective internal control environment.

We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes that management deems appropriate.

Management remains committed to remediating these material weaknesses and maintaining an effective internal control environment.

Changes in Internal Control over Financial Reporting

Other than the ongoing remediation efforts related to the material weaknesses described above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting .

Other than the ongoing remediation efforts related to the material weaknesses described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting .

OTHER INFORMATION

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-Q

Item 4. Controls and Procedures