Item 9A. Controls and Procedures
4K characters. Original on sec.gov · Markdown
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures over financial reporting
We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to the members of our senior management and Board of Directors.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Based on management’s evaluation as of January 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed by, or under the supervision of, the principal executive officer and principal financial officer and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. During fiscal 2025, we acquired Space NK and have included their balances as of January 31, 2026 in our consolidated balance sheets and the results of their operations in our consolidated statements of income and comprehensive income. As permitted by the SEC, we elected to exclude this acquisition, which constituted approximately 4% of total assets as of January 31, 2026, from our assessment of internal control over financial reporting as of January 31, 2026. The inclusion of Space NK could cause changes to our internal controls over financial reporting in future periods.
Under the supervision and with the participation of our principal executive officer and our principal financial officer, our management evaluated the effectiveness of our internal control over financial reporting as of January 31, 2026, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO). Based on this evaluation, our principal executive officer and principal financial officer concluded that our internal control over financial reporting was effective as of January 31, 2026. Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has audited the effectiveness of our internal control over financial reporting as of January 31, 2026 and has issued the attestation report included in Item 8 of this Annual Report on Form 10-K.
Changes in internal control over financial reporting
There were no changes to our internal control over financial reporting that occurred during the 13 weeks ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
**
Previous: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure · Next: Item 9B. Other InformationRule 10b5-1 Plans