7.09 Exhibit index: four citation slips (wrong source exhibit numbers, a missing month, and an incomplete interactive data description)
Company A · a US-listed consumer leisure company · Drafting slip
In brief
Two different award forms, the restricted stock agreement and the leadership performance share agreement, are both cited as Exhibit 10.[n] to the 8-K dated [date]; that 8-K lists the restricted stock agreement as its Exhibit 10.[n]. Three different 2025 award forms are each cited as Exhibit 10.[n] to the same 10-Q for the quarter ended [date]. The Master Note Purchase Agreement is cited to an 8-K 'dated 9, 2024', with no month. The interactive data exhibit lists the balance sheets, 'Statements of Earnings', comprehensive income, cash flows and notes, but not the statements of shareholders' equity, and the company's statement is titled Statements of Operations. Three of these slips were also in the prior-year exhibit index.
The evidence, as filed
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 shows | What the rule requires |
|---|---|
Restricted stock agreement and leadership performance share agreement both cited as 'Exhibit 10.[n]' of the [date] 8-K; three 2025 award forms each cited as 'Exhibit 10.[n]' of one 10-Q; 'Form 8-K, dated 9, 2024'; interactive data list omits shareholders' equity and names 'Statements of Earnings'. | Restricted stock agreement: 'Exhibit 10.[n] to our Current Report on Form 8-K dated [date]'; the 2025 forms: Exhibits 10.[n] to the [date] 10-Q; 'Form 8-K dated [date]'; the interactive data description listing the Consolidated Statements of Operations and of Shareholders' Equity. |
Why it matters
A reader following the printed citation to the source filing finds a different document or cannot locate the 8-K; no exhibit is missing.
Exposure
Drafting only; the exhibits are filed or incorporated.
Our workings
the exhibit index cites the restricted stock agreement for awards after [date] and the leadership performance share agreement to the same exhibit number of the same 8-K; the 8-K's own exhibit list numbers the restricted stock agreement [n].
the executive and leadership performance share forms and the restricted stock unit form under the 2025 plan are each cited to Exhibit 10.[n] of the same 10-Q, so at least two of the three citations cannot be right.
the Master Note Purchase Agreement citation gives the 8-K date as '9, 2024'.
Item 15(a)(1) lists Consolidated Statements of Operations and of Shareholders' Equity, while the interactive data exhibit description names 'Statements of Earnings' and omits the equity statement.
these are carried-forward drafting slips; Regulation S-K Item 601(a)(2) asks that each exhibit be identified by the number and filing it is incorporated from, so the citations should be exact.
Management’s best defense, and our reply
The exhibit index carries hyperlinks to each incorporated exhibit, and a reader who clicks them reaches the right document, so nothing is in substance missing; the interactive data file itself tags all the statements whatever the description says. These citations have also been carried unchanged from earlier filings without comment. However, the printed citation is what identifies the exhibit incorporated by reference, and three different documents cannot share one exhibit number; correcting them is a one-time clean-up.
The fix
- Correct the citations as in 'should be'; make the interactive data description read '(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes'.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Restricted stock agreement (Exhibit 10.[n]) cited as Exhibit 10.[n] of the [date] 8-K | Document | Form 10-K 2025, page 91 |
| 2 | Leadership performance share agreement (Exhibit 10.[n]) cited to the same Exhibit 10.[n] | Document | Form 10-K 2025, page 91 |
| 3 | The 8-K numbers the restricted stock agreement Exhibit 10.[n] | Document | |
| 4 | 2025 executive performance share form cited as Exhibit 10.[n] | Document | Form 10-K 2025, page 92 |
| 5 | 2025 leadership performance share form also cited as Exhibit 10.[n] | Document | Form 10-K 2025, page 92 |
| 6 | 2025 restricted stock unit form also cited as Exhibit 10.[n] | Document | Form 10-K 2025, page 92 |
| 7 | 8-K date given without the month | Document | Form 10-K 2025, page 89 |
| 8 | Interactive data description: 'Statements of Earnings', no equity statement | Document | Form 10-K 2025, page 92 |
| 9 | Item 15(a)(1) names the statement 'Statements of Operations' and lists the equity statement below it | Document | Form 10-K 2025, page 87 |
| 10 | Same restricted stock agreement citation in the prior-year exhibit index | Document | Form 10-K 2024 (prior year), page 91 |
| 11 | Same missing month in the prior-year exhibit index | Document | Form 10-K 2024 (prior year), page 89 |
| 12 | Same interactive data description in the prior-year exhibit index | Document | Form 10-K 2024 (prior year), page 92 |
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.
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