What changed in this filing

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Item 4. Controls and Procedures

2026-05-14 compared with 2025-11-06 · 30 added, 28 removed, 8 unchanged (88% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 27, 2025.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

There is no assurance that our disclosure controls and procedures will operate effectively under all circumstances.

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2024, we concluded there was a material weakness in our internal control over financial reporting resulting from errors in our financial statement preparation and the accounting for non-routine transactions that created changes within our business.

The primary cause of the errors was the need for additional technical accounting resources to allow us to accurately record and properly present our financial statements and related disclosures.

As discussed below, we are taking steps to remediate this material weakness in internal control over financial reporting;

however, we are not yet able to determine whether the steps we are taking will fully remediate the material weakness.

Because of the material weakness in our internal control over financial reporting as previously disclosed, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 27, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.

Our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the condensed consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

Remediation and Plans for Remediation of Material Weakness

Management is currently in the process of planning for and implementing remediation efforts to address the identified material weakness.

We plan on remediating our material weakness by enhancing our internal staff of accounting and financial reporting employees with

employees that have the requisite technical accounting knowledge.

We have also expanded our use of external consulting firms to provide advisory support for technical accounting guidance.

We further intend to design and implement controls to formalize review procedures around the financial close process with appropriate segregation of duties.

Management believes the steps outlined above will resolve the material weakness identified.

We will continue to monitor and improve our internal controls over financial reporting.

We may take additional steps or modify our plans for remediation to provide for reasonable assurance that we effectively maintain internal controls over financial reporting.

We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, 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, as amended (the “Exchange Act”), as of April 4, 2026.

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

As previously disclosed in Part II, Item 9A, “Controls and Procedures,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to deficiencies in controls over complex accounting analyses and estimates, including goodwill impairment analyses, the review of reporting unit carrying values and significant assumptions used in valuation models, and the availability of sufficient technical accounting resources to address significant non-routine transactions and related financial statement disclosures.

As a result of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of April 4, 2026.

The material weakness resulted in a material misstatement of the Company’s previously issued interim financial statements for the period ended September 27, 2025.

The Company corrected that misstatement by filing Amendment No.

1 to its Quarterly Report on Form 10-Q/A on March 9, 2026.

Management has concluded that the material weakness did not result in a material misstatement of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q;

however, until remediated, the material weakness could result in a material misstatement of the Company’s annual or interim financial statements that may not be prevented or detected in a timely manner.

Notwithstanding the identified material weakness, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S.

generally accepted accounting principles.

Remediation Activities

Management, with oversight from the Audit Committee of the Board of Directors, continues to implement measures designed to remediate the material weakness described above.

During the quarter ended April 4, 2026, the Company continued to enhance its internal control environment through the following actions:

• Expanding internal accounting and financial reporting resources, including personnel with technical accounting expertise;

• increasing the use of third-party technical accounting, tax, valuation and internal control specialists, as appropriate;

• enhancing quarterly review controls over goodwill impairment analyses, reporting unit carrying values and significant assumptions used in valuation models;

• formalizing documentation standards and review procedures for significant estimates, judgments and non-routine transactions;

• strengthening controls over the review and approval of journal entries, account reconciliations, financial statement preparation and SEC disclosures;

• implementing additional controls designed to validate deferred tax balances, reporting unit carrying values and other inputs used in impairment testing;

• enhancing Audit Committee oversight over complex accounting matters, remediation activities and internal control progress.

The Company is also in the process of further enhancing its internal control framework and documentation procedures in connection with the continued engagement of external internal control consultants.

Although management believes these remediation activities will strengthen the Company’s internal control over financial reporting, the material weakness will not be considered remediated until the applicable controls have been fully implemented, have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weakness relating to our internal controls over financial reporting, as described above.

Except as otherwise described herein, there was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Except for the remediation measures described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended April 4, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

1 unchanged sentence

For information regarding legal proceedings, see Note 17 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.

There have been no material changes to our risk factors as previously disclosed in Item 1A to Part 1 of our Form 10-K for the fiscal year ended December 31, 2025.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not applicable.

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