5.04 Exhibit index: the European [supplier 2] agreement carries the wrong year, and the calculation linkbase is not listed
Company C · a US-listed specialty healthcare products company · Drafting slip
In brief
Exhibit 10.[n] describes the European license, supply and distribution agreement with [supplier 2] as dated [date], while the notes, the hyperlinked exhibit (filed with the [date] Form 10-K) and the company's [date] current report all date it [date]; the same wrong year was in the 2024 exhibit index. The exhibit index also lists five of the six inline XBRL exhibits filed with the report: the calculation linkbase (Exhibit 101.CAL) was submitted but is not listed, although the company's later quarterly report lists it.
The evidence, as filed
1 further page extract: 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 |
|---|---|
The European [supplier 2] agreement exhibit: 'dated as of [date]'; the inline XBRL exhibit lines: instance, schema, definition, label and presentation documents only. | Exhibit 10.[n]: 'dated as of [date]'; add '[n].CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document'. |
| What we checked. Exhibit index of the 2025 and 2024 Forms 10-K against the notes, the hyperlinked exhibit, the EDGAR filing index of the 10-K and the first-quarter 2026 Form 10-Q exhibit index. | |
The rule
Regulation S-K Item 601(a)(2) (exhibit index)
For convenient reference, each exhibit shall be listed in the exhibit index according to the number assigned to it in the exhibit table.
Version: Text in force at the date of this review · Source: Regulation S-K, 17 CFR 229.601 (eCFR, as amended and in force for fiscal 2025)
Why it applies here. the agreement was signed on [date] (notes) and was filed with the Form 10-K dated [date], which is the filing the exhibit index itself cites; a [date] agreement could not have been filed in [date]. the EDGAR index of the 10-K shows an EX-101.CAL calculation linkbase among the data files, and the exhibit index omits it. Neither slip changes any figure; the first was carried forward from the 2024 report.
Why it matters
Cosmetic: a reader following the exhibit index meets a date that conflicts with the notes and with the filing date cited beside it, and one filed exhibit is not listed.
Exposure
No consequence beyond correction in the next exhibit index.
Management’s best defense, and our reply
Management would say both are clerical: the hyperlink takes the reader to the right agreement, the notes give the right date, and the calculation linkbase is part of the interactive data file that Exhibit 101 covers as a whole. That is right on substance, which is why the point is only a drafting slip; the date has nonetheless been wrong in two consecutive reports.
The fix
- Change Exhibit 10.[n] to 'dated as of [date]' and add the line '[n].CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. X'.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Exhibit 10.[n] gives the agreement date as [date], citing the Form 10-K of [date] | Document | Form 10-K 2025, page 101 |
| 2 | The notes date the [supplier 2] Europe agreement [date] | Document | Form 10-K 2025, page 71 |
| 3 | The [date] current report on the amendment confirms the 2023 date | Document | |
| 4 | The XBRL exhibits listed end with the presentation linkbase and Exhibit 104 | Document | Form 10-K 2025, page 102 |
| 5 | The first-quarter 2026 Form 10-Q does list the calculation linkbase | Document | |
| 6 | Exhibit index row [n] gives [date] | Document | Form 10-K 2025, page 101 |
| 7 | The notes date the agreement [date] | Document | Form 10-K 2025, page 71 |
| 8 | Item 1 also dates it [date] | Document | Form 10-K 2025, page 7 |
Absence check
- Document
- Form 10-K 2025
- Where it would appear
- [n].INS*
- What is missing
- The Exhibit 101.CAL line (inline XBRL calculation linkbase), which the EDGAR index shows was filed
- Pages looked at
- p.100-102 (exhibit index)
- Result
- '[n].CAL' and 'Calculation Linkbase' have no hits. 'calculation' hits p.61 (critical audit matter on the fair value calculation) and p.77 (income tax calculations): neither is an exhibit listing.
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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