4.05 Item 1A calls the federal greenhouse-gas repeal a proposal; Item 1 says it was done in [date]
Company B · a US-listed transportation and logistics company · Presentation point
In brief
The environmental risk factor in Item 1A says that '[wording masked]' federal greenhouse-gas (GHG) regulations. Item 1 of the same report says that in [date] the Environmental Protection Agency (EPA) rescinded the 2009 Endangerment Finding and repealed the federal [wording masked]. The risk factor was not brought up to date with Item 1.
The evidence, as filed
Screenshot withheld to protect the company’s identity. Even with names, figures and dates boxed out, the wording on this page could be searched back to the filer. Pages relied on: Form 10-K 2025, front matter.
What the filing shows, and what the rule requires
| What the filing shows | What the rule requires |
|---|---|
Item 1A: 'More recently, the [wording masked] and emissions'. Item 1: 'in [date], [wording masked] 2009 Endangerment Finding' and 'The [wording masked] vehicles'. | Item 1A states the same status as Item 1: the EPA has rescinded the Endangerment Finding and repealed the federal GHG vehicle standards ([date]), subject to legal challenge. |
The rule
Regulation S-K Item 105(a) (17 CFR 229.105(a))
provide under the caption “Risk Factors” a discussion of the material factors that make an investment in the registrant or offering speculative or risky
Version: In force from [date] · Source: Regulation S-K, Item 105, as amended by Release 33-10825
Why it applies here. The risk factor describes a completed action as pending. The underlying risk is the same either way, so this is a presentation inconsistency, not an omission.
Why it matters
- A reader of Item 1A alone is told the repeal is pending, which does not agree with Item 1.
- At most, a staff comment asking for consistent disclosure in future filings.
Exposure
No penalty; at most a staff comment asking for consistent disclosure in future filings.
Our workings
the two passages quoted above are in the same filing (Item 1 Regulation and Item 1A environmental risk factor).
the sentence in Item 1A is new this year; the prior-year 10-K has no equivalent sentence.
the risk factor was drafted while the repeal was still a proposal and was not updated when Item 1 was revised for the [date] final action. Item 105(a) of Regulation S-K asks for a discussion of the material risk factors; a factor that describes a completed action as pending describes the risk as more hypothetical than Item 1 shows it to be. The underlying risk (a patchwork of state rules and litigation uncertainty) is the same either way, so this is a presentation inconsistency, not an omission.
Management’s best defense, and our reply
Management could argue that the 10-K must be read as a whole, that Item 1 gives the current position in full and cross-refers to Item 1A, and that the risk described (state-level patchwork, litigation uncertainty) does not depend on whether the federal repeal is proposed or final. It could add that the final action came only weeks before filing. However, the risk factor expressly states the status of the federal rule, and that statement is out of date and contradicts Item 1; a one-sentence update removes the inconsistency.
The fix
- Replace the sentence with: 'In [date], [wording masked] 2009 Endangerment Finding and repealed federal greenhouse gas emission standards for heavy-duty vehicles; this action is subject to legal challenge and could lead more states to adopt their own rules, [wording masked].'
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Item 1A describes the repeal as a proposal | Document | Form 10-K 2025, unnumbered page |
| 2 | Item 1 states the rescission took place in [date] | Document | Form 10-K 2025, unnumbered page |
| 3 | Item 1 states the federal heavy-duty GHG standards are removed | Document | Form 10-K 2025, unnumbered page |
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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