5.10 Item 5 (both years): the unvested-share repurchase sentence ends '[wording masked]', which reads as denying the November program purchases shown in the table below it
Company F · a US-listed networking equipment company · Drafting slip
In brief
In both the 2025 and the 2024 Form 10-K, the sentence on repurchases of unvested shares ends '[wording masked]', while the table on the same page shows November purchases under the announced program ([n] shares at [amount] in 2025). Read strictly the sentence covers only unvested shares, so the table governs; the trailing clause should go.
The evidence, as filed
2 further page extracts: 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 |
|---|---|
'During the fourth quarter of 2025, there were no repurchases of unvested shares ... [wording masked]'; the same wording for the fourth quarter of 2024; the tables show November purchases under the program in both years. | 'During the fourth quarter of 2025, there were no repurchases of unvested shares of our common stock under our equity incentive plans.' with the program purchases left to the table. |
Why it matters
A reader may briefly doubt whether the narrative or the table is right; the table settles it.
Exposure
None; wording correction in the next Form 10-K
Our workings
The sentence's subject is repurchases of unvested shares, so on a strict reading it does not deny the open-market program purchases; but its closing clause can be read as a second, wider denial, and the Item 703 table on the same page shows [n] shares bought in [date] under the announced program. The 2024 Form 10-K has the same sentence beside its own [date] program purchases. The table is complete and correct in both years, so this is a wording slip only.
Management’s best defense, and our reply
Management would say the sentence is about unvested shares only, which its subject makes clear, and that the Item 703 table beside it is complete and unambiguous, so no investor is misled. That reading is right, which is why this is only a drafting slip; the closing clause adds nothing and can be read the other way, so it should be removed.
The fix
- Replace the sentence with: 'During the fourth quarter of 2025, there were no repurchases of unvested shares of our common stock under our equity incentive plans.'
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The unvested-share sentence ends with a clause that can be read as denying fourth-quarter program repurchases | Document | Form 10-K 2025, page 50 |
| 2 | The table shows [n] shares bought in [date] under the announced program | Document | Form 10-K 2025, page 50 |
| 3 | The prior-year 10-K says there were no fourth-quarter 2024 repurchases under any publicly announced program | Document | Form 10-K 2024 (prior year), page 54 |
| 4 | Its own table shows [date] purchases (in thousands of shares) under the publicly announced program | Document | Form 10-K 2024 (prior year), page 54 |
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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