Company B: 10-K Pre-filing Check

A US-listed transportation and logistics company. Identity masked; the work is shown in full.

Summary

Filer
a US-listed transportation and logistics company
Document reviewed
Form 10-K for fiscal 2025, about 140 pages, read with the prior-year 10-K
Observations
24 compliance and disclosure gaps, 25 SEC-style questions, 10 drafting slips
Elapsed review time
109 minutes from start to finished report
Standards applied
US GAAP (FASB ASC), Regulation S-X, Regulation S-K, Form 10-K items, SOX 302/906 and Exchange Act rules

Observations by category and severity

Observations by category and severity
CategoryCriticalHighMediumLowTotal
Compliance gap Compliance or disclosure gap––51217
Presentation Presentation point–––77
Question SEC-style question––52025
Drafting Drafting slip–––1010
Total––104959

Findings register

59 observations

RefObservationCategorySeverityAreaStatus
1.01The Level 3 earn-out liability is shown with no unobservable inputs and no sensitivity narrativeCompliance gapMediumFinancial statements, US GAAP and Regulation S-XInterpretation
4.01MD&A shows 2024 segment operating income that differs from the audited segment note, while saying prior periods were conformedCompliance gapMediumRegulation S-K narrative: business, risk factors and MD&AEstablished
4.02Adjusted operating ratio removes 'one-time' insurance expenses although a similar large claim arose in 2024 and was not adjustedCompliance gapMediumRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.03Three non-GAAP measures in the MD&A overview have no reconciliation or statement of usefulnessCompliance gapMediumRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.04The self-insurance critical accounting estimate repeats the accounting policy and gives no change history or sensitivityCompliance gapMediumRegulation S-K narrative: business, risk factors and MD&AInterpretation
1.02The [acquisition 4] earn-out is described without its range of outcomes, its maximum, or a statement that no range can be givenCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.03[acquisition 4] acquisition note: pro forma results assume [date] instead of the start of the comparable prior year, and the gross acquired receivables, nonrecurring pro forma adjustments and intangible amortization periods are not givenCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.04Balance-sheet common stock captions still show the pre-2025 authorized share counts and do not say the Class B stock is convertibleCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.05The goodwill impairment policy still describes the implied-fair-value test that US GAAP removed, in the year a [amount] impairment was bookedCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.06Option exercises: no exercise price for 2025 and no intrinsic value of options exercised in any yearCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.07The notes say one customer exceeded 10% of revenue but never give the amount of revenue from that customerCompliance gapLowFinancial statements, US GAAP and Regulation S-XEstablished
1.08The revenue note gives no remaining performance obligations and does not say which practical expedient removes them, although Segment 2 contracts aim at three to five years of committed capacityCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.09Dividend restrictions are named but not quantified, and the share of retained earnings that is undistributed [equity investee] earnings is not statedCompliance gapLowFinancial statements, US GAAP and Regulation S-XInterpretation
3.01Balances with the [n]%-owned related party [equity investee] are not identified on the face of the balance sheetCompliance gapLowRelated partiesInterpretation
5.01The principal auditor relies on the [equity investee] auditor's report for 2023, but the only [equity investee] audit report in the 10-K covers 2025 and 2024Compliance gapLowAuditor's report, ICFR and the SEC filings recordEstablished
5.02The revenue policy keeps the drivers' wages wording the SEC staff questioned in 2019, although the company undertook to replace itCompliance gapLowAuditor's report, ICFR and the SEC filings recordEstablished
6.01The Exhibit 97 hyperlink opens the superseded [date] clawback policy, not the amended policy the index namesCompliance gapLowCover page, exhibits, XBRL and other disclosuresEstablished
1.10The [acquisition 3] and [acquisition 2] notes give a lowest total purchase price that already includes the fair value of the earn-out, although no earn-out may be paidPresentationLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.11The 2024 column of the other assets table does not add up and does not agree with the balance sheetPresentationLowFinancial statements, US GAAP and Regulation S-XEstablished
4.05Item 1A calls the federal greenhouse-gas repeal a proposal; Item 1 says it was done in [date]PresentationLowRegulation S-K narrative: business, risk factors and MD&AEstablished
4.06Item 7A interest-rate sensitivity (fiscal 2025) is worked on all variable-rate debt, including the hedged note, not on the unhedged debt it describesPresentationLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.07In both years the MD&A overview states the Segment 1 drivers against the segment discussion and key metricsPresentationLowRegulation S-K narrative: business, risk factors and MD&AEstablished
4.08The leverage ratio is defined on average net indebtedness but every printed figure uses year-end net indebtednessPresentationLowRegulation S-K narrative: business, risk factors and MD&AEstablished
6.02Exhibit 4.[n] Description of Securities still names the superseded articles, the old authorized share counts and the former stock exchangePresentationLowCover page, exhibits, XBRL and other disclosuresEstablished
1.12Fatal accident on a brokered load: loss called probable but no amount or range estimated, and no court, date or parties givenQuestionMediumFinancial statements, US GAAP and Regulation S-XInterpretation
1.13[equity investee] investment: carrying amount and equity income differ from [n]% of the investee's own reported figures, and Note 13 does not reconcile themQuestionMediumFinancial statements, US GAAP and Regulation S-XInterpretation
1.14Segment reconciliation: the 'segment' total includes [n] of non-segment revenue and one 'Other' line hides a [n] goodwill impairmentQuestionMediumFinancial statements, US GAAP and Regulation S-XInterpretation
4.09Critical accounting estimates for goodwill and self-insurance give no quantitative sensitivity in the year of an impairment and a large claimQuestionMediumRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.10Adjusted operating income excludes [amount] of 'one-time insurance expenses' in a business where claims recurQuestionMediumRegulation S-K narrative: business, risk factors and MD&AInterpretation
1.15The 2025 cash-flow adjustment for disposals is a [n] gain, while the statement of operations shows a [n] lossQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.16The 2025 allowance roll-forward shows a positive [n] under 'write-offs and other adjustments', so the allowance rose while provisions were reversedQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.17The [n] discontinued-operations liability carried at the end of 2024 disappears in 2025 without explanation in Note 2QuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.18Note 9 leaves part of the 2025 additions to intangibles and goodwill unexplainedQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.19First ASU 2023-09 rate reconciliation: an undescribed 'Other' line of [n] and no line for a [n] rise in the valuation allowanceQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.20Finance lease right-of-use assets fell by [amount] in 2025, about twice the [amount] of amortization, with no new leases and no change in the lease liability beyond paymentsQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.21The debt note drops, without explanation, the cross-default exception for certain installment notesQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.22The stock split row moves the whole [n] treasury stock balance into retained earnings, and the equity note does not say whyQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.23Restricted share roll-forward: the 2023 vested weighted-average grant-date fair value of [amount] does not reconcile with the table's own opening and closing valuesQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.24The depreciation-rate changes are given only as pre-tax expense, with no net-income or per-share effect, although the 2025 change is about 40% of continuing earnings per shareQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.25Gross reporting of brokerage revenue rests on the pre-2018 'primary obligor' test rather than the control analysis now requiredQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.26Operating and finance lease right-of-use assets are both carried inside 'Net property and equipment'QuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
1.27Three different amounts are given for the 2024 change in fair value of the earn-out liabilityQuestionLowFinancial statements, US GAAP and Regulation S-XInterpretation
2.01Item 1C names teams, not the management positions responsible for cybersecurity, and gives their expertise only as an averageQuestionLowGovernance, controls and certificationsInterpretation
4.11Should the self-insurance risk factor say that [wording masked] was settled in 2025?QuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.12Total assets in the year-end earnings release differ from the audited balance sheet by [amount]QuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.13Generic risk factors sit inside the Financial Risks group in both years, with no 'General Risk Factors' caption at the end of Item 1AQuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.14The insurance and claims discussion does not quantify the large claim settlement, and the 2024 large claim was likewise unquantifiedQuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
4.15The 2024 net capital expenditure comparative in MD&A is on a basis the 10-K does not explainQuestionLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
6.03Exhibit 21 and the consolidation note name different subsidiaries: [subsidiary] in the note only, the Company Logistics Holdings, Inc. in the exhibit onlyQuestionLowCover page, exhibits, XBRL and other disclosuresInterpretation
7.01MD&A cross-refers to Note 16 under a title the note does not carryDraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
7.02Drafting slips in the income tax and segment notesDraftingLowFinancial statements, US GAAP and Regulation S-XEstablished
7.03The debt table keeps a nil 'Draw Note' row for a facility that expired in [date] and is no longer describedDraftingLowFinancial statements, US GAAP and Regulation S-XEstablished
7.04Item 1 trailer mix moves sharply from the prior year with no explanationDraftingLowRegulation S-K narrative: business, risk factors and MD&AInterpretation
7.05Seven wording slips in the Item 1 regulation section, five of them also in the prior yearDraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
7.06Five wording slips in the risk factors, one of which calls an equity-method investee a subsidiaryDraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
7.07Six drafting slips in MD&A and Part III, four of them also in the prior yearDraftingLowRegulation S-K narrative: business, risk factors and MD&AEstablished
7.08Exhibit 31 certifications are marked 'Furnished herewith' instead of 'Filed herewith'DraftingLowCover page, exhibits, XBRL and other disclosuresEstablished
7.09Two wording slips in Note 1: a self-contradicting anti-dilution sentence and a reference to available-for-sale securities the company does not holdDraftingLowFinancial statements, US GAAP and Regulation S-XEstablished
7.10Four wording slips in the fair value, acquisition and other assets notesDraftingLowFinancial statements, US GAAP and Regulation S-XEstablished

How to read the masking. the Company stands for the filer; [amount] and [n] replace exact dollar amounts, share counts and other figures; [date] replaces dates (fiscal-year labels are kept); [name], [brand], [state], [city] and similar stand-ins replace people, products, places and other identifiers. Grey boxes on screenshots are the same masking applied to the page image. Ratios we computed are shown as computed.

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.