6.07 Signature page: the Form's second legend for the individual signers is not printed, and the first legend reads 'the Section 13'
Company D · a US-listed cloud communications software company · Drafting slip
In brief
The signature page prints only the registrant legend, which begins 'Pursuant to the requirements of the Section 13 or 15(d)'. The officers and the directors then sign beneath the registrant's name under 'By:', without the Form's second legend stating that the report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The prior-year page had the same layout. All required signers, capacities and dates are present.
The evidence, as filed
What the filing shows, and what the rule requires
| What the filing shows | What the rule requires |
|---|---|
One legend, 'Pursuant to the requirements of the Section 13 or 15(d) ...'; officers and directors sign under the registrant's 'By:' block | 'Pursuant to the requirements of Section 13 or 15(d) ...' for the registrant, then the second legend 'Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.' above the officer and director signatures |
The rule
Form 10-K, Signatures page (General Instruction D)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Version: Text in force at the date of this review · Source: Form 10-K, General Instructions and form (SEC, as amended)
Why it applies here. the substance of the signature requirement is met (four directors signed in that capacity and the chief executive officer, also a director, signed as an officer; the proxy statement filed [date] gives a board of five after one director resigned effective [date]), so this is template wording, not a missing signature.
Why it matters
The signature page departs from the Form's prescribed text; the signatures themselves are complete.
Exposure
Wording only; all required signatures, capacities and dates are given.
Our workings
the page shows the registrant legend, the registrant name, and seven signature blocks (principal executive, principal financial and principal accounting officers, and four directors), each dated [date]. The second legend of the Form's signature page is not printed, and the first legend carries a stray 'the'.
Management’s best defense, and our reply
General Instruction D(2) is about who signs, and every required officer and a majority of the board signed with name, capacity and date, so nothing of substance is missing. The layout has been used before without comment. However, the Form prints the second legend as part of the signature page, and without it the directors appear to sign as agents under the registrant's 'By:' line rather than in their own capacities; restoring it is a one-line template change.
The fix
- Next Form 10-K: delete 'the' before 'Section 13' and insert the Form's second legend above the officer and director signatures.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The only legend on the page, with 'the Section 13' | Document | Form 10-K 2025, page 133 |
| 2 | The officer blocks run straight into the director blocks with no second legend | Document | Form 10-K 2025, page 133 |
Absence check
- Document
- Form 10-K 2025
- Where it would appear
- The Company
- What is missing
- the second legend for the individual signers ('signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated')
- Pages looked at
- p.133 (Signatures)
- Result
- none of the terms hits anywhere in the document
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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