7.02 Five wording slips in Notes 1, 2, 5 and 7

Company A · a US-listed consumer leisure company · Drafting slip

DraftingLowEstablishedFinancial statements, US GAAP and Regulation S-X
Area of the 10-K
Notes: earnings per share (Note 1), revenue (Note 2), long-term debt (Note 5), share-based compensation (Note 7)
Year
Latest 10-K
Status
Established: Established from the company’s own documents; the requirement is clear.
Who acts
SEC Reporting
When
Before filing

In brief

Five small slips in the notes: 'shared outstanding' for shares outstanding in the earnings per share note; 'performance of obligations' for performance obligations in the revenue note; a covenant ratio printed as [n]:1:[n] (printed the same way in the MD&A); the capped call increase printed as 'a [n] increase' without the dollar sign the prior-year note carried; and a sentence on performance stock units that ends in a comma.

The evidence, as filed

Masked extract: Form 10-K 2025, page 63
Form 10-K 2025, page 63'shared outstanding' should read 'shares outstanding'
Masked extract: Form 10-K 2025, page 69
Form 10-K 2025, page 69The ratio should read [n]:[n]

2 further page extracts: screenshot withheld to protect the company’s identity. The rows below say what each shows.

What the filing shows, and what the rule requires

What the filing showsWhat the rule requires

'diluted weighted-average shared outstanding'; 'satisfies its performance of obligations'; '[n]:1:[n]'; 'a [n] increase'; 'based on current information,' ending the paragraph.

'diluted weighted-average shares outstanding'; 'satisfies its performance obligations'; '[n]:[n]'; 'a [amount] increase'; 'based on current information.'

Why it matters

Cosmetic only; a reader-facing filing should be free of such slips.

Exposure

None.

Our workings

Observation

Each slip is in reader-facing note text and changes no figure. They are grouped as one drafting point for correction before filing.

Management’s best defense, and our reply

The company would say none of these slips changes a figure, a policy or a conclusion, and that readers will read the intended meaning. That is right, which is why they are listed only as drafting slips to correct before filing.

The fix

  1. Correct the five phrases as shown in the should-be column.

Evidence relied on

#What it showsTypeWhere
1'shared outstanding' should read 'shares outstanding'DocumentForm 10-K 2025, page 63
2'performance of obligations' should read 'performance obligations'DocumentForm 10-K 2025, page 64
3The ratio should read [n]:[n]DocumentForm 10-K 2025, page 69
4The dollar sign is missing before [n]DocumentForm 10-K 2025, page 70
5The prior-year note printed the dollar signDocumentForm 10-K 2024 (prior year), page 70
6The sentence ends with a comma before the tableDocumentForm 10-K 2025, page 75

Prepared by Pramanex from the company’s public SEC filings, without the company’s involvement, to show how a 10-K Pre-filing Check reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other attestation or assurance engagement, and not legal advice. An SEC-style question is a question, not a conclusion.

Want this on your own 10-K, before you file?

Start with three free findings on your latest 10-K, or book a fixed-price 10-K Pre-filing Check.

Your next 10-K will be in draft before the audit is done.
Have it read before you file.

Start with three free findings on your latest 10-K, or book a fixed-price 10-K check. Drafts only under NDA, inside your insider trading policy.