7.05 Seven wording slips in the Item 1 regulation section, five of them also in the prior year
Company B · a US-listed transportation and logistics company · Drafting slip
In brief
The regulation section of Item 1 has seven slips: a missing per cent sign ('require [n] reductions in emissions'), 'worker in integral' for 'worker is integral', 'a remote compliance reviews', a sentence that runs two clauses together on oral fluid testing, 'regulations that is applicable', a court holding 'which expose freight brokers' (for 'exposes'), and '[wording masked]'. Five were also in the prior-year 10-K: the first two, the oral fluid sentence, and the two last named, which appear in both years.
The evidence, as filed
Screenshot withheld to protect the company’s identity. Even with names, figures and dates boxed out, the wording on these pages could be searched back to the filer. Pages relied on: Form 10-K 2024 (prior year), front matter; Form 10-K 2024 (prior year), page 11; Form 10-K 2024 (prior year), page 12; Form 10-K 2025, front matter; Form 10-K 2025, page 11; Form 10-K 2025, page 12.
What the filing shows, and what the rule requires
| What the filing shows | What the rule requires |
|---|---|
'the standards require [n] reductions in emissions'; '[wording masked]'; '[wording masked]'; 'a final rule was published amending DOT's drug testing program to include oral fluid testing became effective'; 'emission control regulations that is applicable'; 'which expose freight brokers to a patchwork of state laws'; '[wording masked] Rule will have'. | 'require 25% reductions in emissions'; 'extent to which the worker is integral to the'; 'onsite investigations or remote compliance reviews'; 'a final rule amending DOT's drug testing program to include oral fluid testing became effective'; 'emission control regulations that are applicable'; 'which exposes freight brokers to a patchwork of state laws'; 'It is still unclear what impact [wording masked]'. |
Why it matters
Cosmetic; the missing per cent sign misstates a regulatory requirement for a reader.
Exposure
No penalty; drafting only.
Our workings
Each slip is shown on its page below. The missing per cent sign changes the meaning of a regulatory figure ([n] units rather than 25%). The five slips repeated word for word from the prior-year 10-K (the 'which expose' and Food Traceability Rule sentences are on the same pages in both years) show the regulation text is rolled forward without a proofread.
Management’s best defense, and our reply
Management would say these are typographical slips in a long descriptive section that no investor would misread, and that the regulation text is updated each year by outside counsel. That is fair as to materiality. However, three of the slips have now appeared in two consecutive filings and one alters a figure, so they should be corrected.
The fix
- Correct the seven phrases as shown in the should-be column and proofread the regulation section, which is carried forward each year.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Per cent sign missing | Document | Form 10-K 2025, page 12 |
| 2 | Same slip in the prior-year 10-K | Document | Form 10-K 2024 (prior year), page 12 |
| 3 | 'in' for 'is' | Document | Form 10-K 2025, page 11 |
| 4 | Same slip in the prior-year 10-K | Document | Form 10-K 2024 (prior year), page 11 |
| 5 | Article with a plural noun | Document | Form 10-K 2025, unnumbered page |
| 6 | Two clauses run together | Document | Form 10-K 2025, unnumbered page |
| 7 | Same run-on sentence in the prior-year 10-K | Document | Form 10-K 2024 (prior year), unnumbered page |
| 8 | Verb does not agree with 'regulations' | Document | Form 10-K 2025, unnumbered page |
| 9 | Fiscal 2025 10-K: the same agreement slip carried forward | Document | Form 10-K 2025, unnumbered page |
| 10 | Fiscal 2025 10-K: the same slip carried forward | Document | Form 10-K 2025, unnumbered page |
| 11 | Prior-year 10-K: the same run-together sentence on oral fluid testing | Document | Form 10-K 2024 (prior year), unnumbered page |
| 12 | Prior-year 10-K: 'which expose' (for 'exposes') after a singular court holding | Document | Form 10-K 2024 (prior year), unnumbered page |
| 13 | Prior-year 10-K: 'what impact of' (for 'what impact') in the food safety paragraph | Document | Form 10-K 2024 (prior year), 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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