7.05 Exhibit 10.[n] cites the wrong quarterly report for the Second Amendment to the credit agreement
Company E · a US-listed home furnishings retailer · Drafting slip
In brief
The exhibit index incorporates the Second Amendment to the credit agreement, dated as of [date], by reference to the Form 10-Q for the period ended [date]. A quarterly report for that 2023 period could not carry an agreement signed a year later. The amendment was filed with the Form 10-Q for the period ended [date], which is where the exhibit's hyperlink correctly points. The same wording appeared in the prior-year Form 10-K.
The evidence, as filed
What the filing shows, and what the rule requires
| What the filing shows | What the rule requires |
|---|---|
The Second Amendment is cited to the 'Report on Form 10-Q for the period ended [date]' | Exhibit 10.[n]: 'Exhibit 10.[n] to the Company's Quarterly Report on Form 10-Q for the period ended [date]' |
The rule
Regulation S-K Item 601(a)(2)
If an exhibit is incorporated by reference, this must be noted in the exhibit index.
Version: Text in force at the date of this review · Source: Regulation S-K, 17 CFR 229.601, as amended to the date of filing
Why it applies here. the year in the citation is a slip; the active link in the filed exhibit index resolves to the 2024 quarterly report, so a reader who follows the link reaches the right document, but the printed citation names a filing that cannot contain the agreement. The prior-year Form 10-K carried the identical citation (then as Exhibit 10.[n]), so the slip has been rolled forward once already.
Why it matters
A reader relying on the printed citation, rather than the hyperlink, looks for the agreement in a filing that does not contain it.
Exposure
No figure or required statement is affected; the hyperlink resolves to the correct filing.
Our workings
the exhibit index lists the Second Amendment, dated as of [date], and cites Exhibit 10.[n] to the Form 10-Q for the period ended [date]. The Form 10-Q for the quarterly period ended [date] lists the same Second Amendment as its Exhibit 10.[n], filed with that report.
Management’s best defense, and our reply
The finance team would say the active hyperlink, which Item 601(a)(2) makes the operative reference, takes the reader to the correct quarterly report, so nobody is misled. That is right as to effect, which is why this is only a drafting slip; however, the printed citation is still wrong and has now been repeated in two annual reports.
The fix
- In the next Form 10-K exhibit index, read: 'Exhibit 10.[n] to the Company's Quarterly Report on Form 10-Q for the period ended [date].'
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | the exhibit is the Second Amendment dated [date] | Document | Form 10-K 2025, page 91 |
| 2 | the citation names the Form 10-Q for the period ended [date] | Document | Form 10-K 2025, page 91 |
| 3 | the quarterly report filed on [date] covers the period ended [date] | Document | |
| 4 | that 2024 quarterly report lists the Second Amendment as its Exhibit 10.[n], filed herewith | Document | |
| 5 | the amendment is dated [date] | Document | Form 10-K 2025, page 91 |
| 6 | the cited source is the Form 10-Q for the quarter ended [date], a year before the amendment was signed | Document | Form 10-K 2025, page 91 |
| 7 | the prior-year exhibit index carried the same citation | Document | Form 10-K 2024 (prior year), page 96 |
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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