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ECLEcolab

Materials · Household Products · NYSE
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The 10-K against last year's

145 changes: 9 added, 13 removed, 123 reworded

10-K Feb 23, 2026 vs Feb 21, 2025
Risk FactorsRedline ↓
6.6%
of the text changed · 6,502 words now
21.7%
of the text changed · 9,999 words now
Legal ProceedingsRedline ↓
9.2%
of the text changed · 1,221 words now
Accounting PoliciesRedline ↓
8.2%
of the text changed · 4,692 words now

10-K 0001104659-26-018357 (2026-02-23) vs 10-K 0001558370-25-001263 (2025-02-21)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 271 words changed in this paragraph; it is 42% similar to last year's version.
At an operating segment level, Water Light & Heavy organic sales increased 3% 2% in 2025 reflecting double-digit growth in global high-tech, improved growth in downstream and solid manufacturing sales growth, which more than offset soft end-market demand in basic industries. Global high-tech reported strong double-digit sales growth driven by data centers and microelectronics. Downstream reported sales growth in North America was partially offset by softer sales in other international regions. Manufacturing reported solid growth driven by food & beverage. Basic Industries sales declined as new business wins were more than offset by continued soft end-market demand. Light & Heavy organic sales increased in 2024 reflecting strong growth in downstream and light water. Water organic manufacturing. Downstream reported strong sales increased 8% growth in 2023 2024, driven by strong pricing growth in refining and new business wins. Light water management. Manufacturing reported strong sales growth in 2024 driven by strong performance across institutional, food & beverage and high-tech and good high-tech. Basic industries reported sales growth in 2023 driven by strong performance across high-tech and institutional. Heavy water in 2024 reported sales growth driven by new business wins that overcame softer market trends in primary metals and chemicals and good sales growth in 2023 driven by strong pricing, gains in primary metals and growth in chemicals. Downstream reported strong sales growth in 2024 driven by strong growth in refining and water management and strong growth in 2023 driven by innovative water treatment programs. trends. Food & Beverage organic sales increased 1% 4% in 2025 as value pricing and new business wins overcame continued soft industry demand. Organic sales increased in 2024 as good new business wins more than offset continued soft industry trends and comparisons to last year’s strong growth. Organic sales increased 9% in 2023 reflecting continued pricing, strong performance in dairy, and solid growth in beverage & brewing and animal health. demand. Paper organic sales declined 3% in 2025 as continued new business wins were more than offset by ongoing soft customer production rates. ​Organic sales were flat in 2024 as strong new business wins were offset by soft but stabilizing customer production rates. ​Organic sales decreased 1% in 2023 as pricing and new business wins were offset by easing customer production rates.

Source: Item 7, 10-K 0001104659-26-018357 vs Item 7, 10-K 0001558370-25-001263

Accounting Policies 195 words changed in this paragraph; it is 47% similar to last year's version.
​ ​ ​ ​ ​ ​ ​ ​ ​ Standards That Were Adopted: ​ ​ ​ ​ Date of ​ ​ ​ ​ ​ ​ ​ Date of ​ ​ ​ Effect on the Standard Issuance ​ Description Adoption Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ASU 2023-07 - Segment Reporting 2023-09 Income taxes (Topic 280): 740): Improvements to Reportable Segment Income Tax Disclosures November ​ December 2023 ​ The amendments in this ASU are to improve the disclosures about reportable segments and add more detailed information about a reportable segment’s expenses. The amendments in the ASU Update require that public business entities to disclose on an annual basis (1) disclose specific categories in the rate reconciliation and interim basis significant segment expenses (2) provide additional information for reconciling items that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, other segment items by reportable segment, the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU does not change the definition of meet a segment, the method for determining segments, the criteria for aggregating operating segments into reportable segments, or the current specifically enumerated segment expenses that are required to be disclosed. quantitative threshold. ​ January 1, 2024 2025 ​ The Company adopted the standard and applied the amendments retrospectively to all periods presented. prospectively. Adoption of this standard impacted the disclosures within the financial statements, but did not have an impact on the Company's financial position or the results of operations.

Source: Item 8, Note 2 – SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001104659-26-018357 vs Item 8, Note 2 – SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001558370-25-001263

Risk Factors 122 words changed in this paragraph; it is 81% similar to last year's version.
We rely to a large extent upon information technology systems and infrastructure to operate our business. The size and complexity of our information technology systems and those of strategic vendors make them vulnerable to failure, malicious intrusion and random attack. Acquisitions have resulted in further de-centralization of systems and additional complexity in our systems infrastructure. Likewise, data security breaches by employees or others with permitted access to our systems or to the systems of strategic vendors pose a risk that sensitive data may be exposed to unauthorized persons or to the public. Geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine, may further heighten the risk of cybersecurity attacks. While we have continually matured our security program and capabilities and have had no material incidents to date, cyber threats continue to evolve evolve, such as with the use of artificial intelligence, resulting in sophisticated new attack methods that are increasingly automated, targeted, and difficult to defend against, and there can be no assurance that our efforts will prevent cybersecurity attacks or breaches in our systems or in the systems of strategic vendors, including cloud providers, that could cause reputational damage, business disruption or legal and regulatory costs; could result in third-party claims; could result in compromise or misappropriation of our intellectual property, trade secrets or sensitive information; or could otherwise materially adversely affect our business, including our business strategy, results of operations, or financial condition. Certain of our customer offerings include digital components, such as remote monitoring of certain customer operations. A breach of those remote monitoring systems could expose customer data giving rise to potential third-party claims and reputational damage. Additionally, it may take considerable time for us to investigate and evaluate the full impact of cyber-attacks, particularly for sophisticated attacks, which may inhibit our ability to provide prompt, full, and reliable information about cybersecurity incidents to our customers, regulators, and the public. There may also be other related challenges and risks as we complete implementation of our ERP system upgrade. upgrade, and businesses which we have acquired, or may in the future acquire, may have information technology system vulnerabilities which could increase our risk of cybersecurity attacks. Although we maintain insurance, our insurance coverage may not be sufficient in type or amount to prevent or recover losses resulting from cybersecurity attacks.

Source: Item 1A, 10-K 0001104659-26-018357 vs Item 1A, 10-K 0001558370-25-001263

Legal Proceedings 70 words changed in this paragraph; it is 63% similar to last year's version.
In July 2025, Nalco executed a settlement with a portion of the plaintiffs in the MDL. The Company believes continues to believe the claims asserted against Nalco in the lawsuits stemming from the TPC plant explosion are without merit and intends to defend the remaining claims vigorously. The Company also believes any potential loss should be covered by insurance subject to deductibles. However, the Company cannot predict the outcome of these lawsuits, the involvement the Company might have in these matters in the future or the potential for future litigation. Due to the large number of remaining plaintiffs and the fact that many of the claims do not specify an amount of supported damages, any estimate of any further loss or range of losses cannot be made at this time.

Source: Item 3, via Note 15 – COMMITMENTS AND CONTINGENCIES, 10-K 0001104659-26-018357 vs Item 3, via Note 15 – COMMITMENTS AND CONTINGENCIES, 10-K 0001558370-25-001263

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of ECL's Risk Factors and MD&A, 10-K 2026-02-23 against 10-K 2025-02-21. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Notwithstanding our emphasis on safety and the precautions we take related to health and safety, we may be unable to avoid safety incidents relating to our operations that result in injuries or deaths of our employees, contractors or others. Certain safety incidents may result in legal or regulatory action that could result in increased expenses or reputational damage. We maintain workers' compensation and other insurances to address the risk of incurring material liabilities for injuries or deaths, but there can be no assurance that the insurance coverage will be adequate or will continue to be available on terms acceptable to us, or at all, which could result in material liabilities to us for any injuries or deaths. Changes to federal, state, and local employee health and safety regulations, and legislative, regulatory, or societal responses to safety incidents may result in heightened regulations or public scrutiny that may increase our compliance costs or result in reputational damage.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedRisk Factors
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. An estimate of the financial impact has been included in operating results as of December 31, 2025. While we expect certain provisions of OBBBA to change the timing of U.S. cash taxes related to the current and future periods, OBBBA did not have a material impact to the Company’s income tax expense.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
There may also be other related challenges and risks as we complete implementation of our ERP system upgrade. upgrade, and businesses which we have acquired, or may in the future acquire, may have information technology system vulnerabilities which could increase our risk of cybersecurity attacks.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
Over the past year, changes in global interest rates aimed at curbing inflation, trade policies, including the imposition of tariffs, import and export restrictions, and retaliatory trade actions, as well as implications of geopolitical situations in Europe, the Middle East East, China, and China, Russia, have resulted in economic and demand uncertainty.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
While we have continually matured our security program and capabilities and have had no material incidents to date, cyber threats continue to evolve evolve, such as with the use of artificial intelligence, resulting in sophisticated new attack methods that are increasingly automated, targeted, and difficult to defend against, and there can be no assurance that our efforts will prevent cybersecurity attacks or breaches in our systems or in the systems of strategic vendors, including cloud providers, that could cause reputational damage, business disruption or legal and regulatory costs; could result in third-party claims; could result in compromise or misappropriation of our intellectual property, trade secrets or sensitive information; or could otherwise materially adversely affect our business, including our business strategy, results of operations, or financial condition.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
If our sustainability practices do not meet the rapidly evolving, varied and often times conflicting investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business partner, or as an acquiror could be negatively impacted.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
As of December 31, 2024, 2025, we had goodwill of $7.9 $9.2 billion which is maintained in various reporting units, including goodwill from the Nalco Nalco, Purolite and Purolite Ovivo Electronics transactions.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
This program is discussed along with other restructuring activities under Note 3 3, “Special (Gains) and Charges,” of the Notes of this Form 10-K.

Read it in 10-K 2026-02-23 at sec.gov ↗

Show the other 37
RewordedRisk Factors
We continue to monitor these Pillar Two legislative developments, which which, based on information available, have not had material impacts to on the 2024 2025 financial statements.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
We conduct business in more than 170 countries and, in 2024, 2025, approximately 47% of our net sales originated were generated from customers outside the United States.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
The extent of the impact of macroeconomic and geopolitical developments, including public health crises, developments on our financial and operating performance depends significantly on the duration and severity of such macroeconomic and geopolitical developments, the actions taken to contain or mitigate its impact and any changes in consumer behaviors as a result thereof.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
We incur significant expenses related to the amortization of intangible assets and may be required to report losses resulting from the impairment of goodwill or other assets recorded in connection with the Nalco Nalco, Purolite and Purolite Ovivo Electronics transactions and other acquisitions.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
If we determine that any of the assets or goodwill recorded in connection with the Nalco Nalco, Purolite, and Purolite Ovivo Electronics transactions or any other prior or future acquisitions or joint venture transactions have become impaired, we will be required to record a loss resulting from the impairment.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedRisk Factors
We may also refer to this disclosure to identify factors that may cause results to differ materially from those expressed in other forward-looking statements statements, including those made in oral presentations, including such as telephone conferences and/or webcasts open to the public.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
On December 16, 2025, we acquired Ovivo’s electronics business (“Ovivo Electronics”) for total consideration of $1.6 billion in cash. Ovivo Electronics is a leading and fast-growing global provider of breakthrough ultrapure water technologies for semiconductor manufacturing. Ovivo Electronics is reported within our Light & Heavy operating segment. Acquisition and integration charges are recorded within special (gains) and charges. The remaining impacts of the Ovivo Electronics acquisition, including operating results, acquisition-related amortization and interest expense related to the transaction, have also been excluded from adjusted results.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
We define free cash flow as net cash provided by operating activities less cash outlays for capital expenditures. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. It should not be considered a substitute for income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. We believe free cash flow is meaningful to investors as it functions as a useful measure of performance and we use this measure as an indication of the strength of the Company and its ability to generate cash.

Read it in 10-K 2026-02-23 at sec.gov ↗

AddedMD&A
We do not provide reconciliations for non-GAAP estimates on a forward-looking basis (including those contained in this Form 10-K) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of various items that have not yet occurred, are out of our control and/or cannot be reasonably predicted, and that would impact reported earnings per share and the reported tax rate, the most directly comparable forward-looking GAAP financial measures to adjusted earnings per share and the adjusted tax rate. For the same reasons, we are unable to address the probable significance of the unavailable information.

Read it in 10-K 2026-02-23 at sec.gov ↗

RemovedMD&A
Effective January 1, 2024, the former Textile Care and Colloidal Technologies Group (“CTG”) operating segments are now part of the Water operating segment which continues to remain in the Global Industrial reportable segment. Additionally, the Pest Elimination operating segment, formerly aggregated with the Textile Care and CTG operating segments within Other, is now reported as the stand-alone Global Pest Elimination reportable segment. We made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments. After these changes, we have eight operating segments.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from product and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of the product or delivery of the equipment. Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date because the effort provided by the field selling and service organization represents services provided, which corresponds with the transfer of control. Revenue for leased equipment is accounted for under Topic 842 Leases and recognized on a straight-line basis over the length of the lease contract.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Our revenue policies do not provide for general rights of return. We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives based primarily on historical experience and anticipated performance over the contract period. Depending on market conditions, we may increase customer incentive offerings, which could reduce gross profit margins over the term of the incentive. We also record estimated reserves for product returns and credits based on specific circumstances and credit conditions. We record an allowance for uncollectible accounts based on our estimates of expected future credit losses.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
The revenue standard can be applied to a portfolio of contracts with similar characteristics if it is reasonable that the effects of applying the standard at the portfolio would not be significantly different than applying the standard at the individual contract level. We apply the portfolio approach primarily within each operating segment by geographical region. Application of the portfolio approach was focused on those characteristics that have the most significant accounting consequences in terms of their effect on the timing of revenue recognition or the amount of revenue recognized. We determined the key criteria to assess with respect to the portfolio approach, including the related deliverables, the characteristics of the customers and the timing and transfer of goods and services, which most closely aligned within the operating segments. In addition, the accountability for the business operations, as well as the operational decisions on how to go to market and the product offerings, are performed at the operating segment level. For additional information on revenue recognition, refer to Note 17.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Our business and operations are subject to extensive environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal and the investigation and remediation of soil and groundwater contamination. Some risk of environmental liability is inherent in our operations.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
We record liabilities related to pending litigation, environmental claims and other contingencies when a loss is probable and can be reasonably estimated. Estimates used to record such liabilities are based on our best estimate of probable future costs. We record the amounts that represent the points in the range of estimates that we believe are most probable or the minimum amount when no amount within the range is a better estimate than any other amount. Potential insurance reimbursements generally are not anticipated in our accruals for environmental liabilities or other insured losses. Expected insurance proceeds are recorded as receivables when recovery is deemed certain. While the final resolution of litigation and environmental contingencies could result in amounts different than current accruals, and therefore have an impact on our consolidated financial results in a future reporting period, we believe the ultimate outcome will not have a significant impact on our consolidated financial position. For additional information on our commitments and contingencies, refer to Note 15.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
We use mortality tables appropriate in the circumstances, which generally are the recently available mortality tables as of the respective U.S. and international measurement dates. Our year-end U.S. valuations reflect mortality tables that estimate the impacts of COVID in an endemic state. This represents a change from prior year when the impact of COVID on future mortality could not be reasonably estimated.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
One Ecolab has delivered $12 million of cumulative cost savings with estimated annualized cost savings of $140 million in continuing operations by 2027.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
certain open positions, and facility closures. The Combined Program charges were primarily cash expenditures related to severance and asset disposals.

Read it in 10-K 2025-02-21 at sec.gov ↗

RewordedMD&A
Adjusted diluted EPS, which excludes the impact of special (gains) and charges and charges, discrete tax items and the Ovivo Electronics acquisition increased 28% 13% to $7.53 in 2025 compared to $6.65 in 2024 compared to $5.21 in 2023 which reflected solid good organic sales growth, lower delivered product costs growth and continued investments in the business. robust operating income margin expansion.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Total cash provided by (used for) acquisitions, Cash used for acquisitions and investments in affiliates, net of cash acquired along with dispositions, net of cash divested, acquired, in 2024, 2025, 2024 and 2023 and 2022 was $1.6 billion, $313 million, and $180 million and $7 million, respectively.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude (i) the impact of special (gains) and charges, charges where applicable, (ii) the impact of the Ovivo Electronics acquisition, (iii) the results of our acquired businesses from the first twelve months post acquisition and (iv) the results of divested businesses from the twelve months prior to divestiture.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and exclude the impact of special (gains) and charges, the results of our acquired businesses from the first twelve months post acquisition and the results of divested businesses from the twelve months prior to divestiture. exclude:

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
The unrecognized net losses on our U.S. qualified and non-qualified pension plans increased decreased to $486 million as of December 31, 2025, from $526 million as of December 31, 2024, from $495 million as of December 31, 2023 2024 (both before tax), primarily due to lower higher actual return on assets partially offset by current year net actuarial gains. assets.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
During 2024, 2025, we recorded other operating activities to special (gains) and charges on the Consolidated Statements of Income of $18.7 ($12.4 million) ($10.8 million ($13.9 million gain after tax), or $0.05 ($0.04) per diluted share, relating primarily to a liability relating to a prior divestiture, COVID-19 activities, and certain legal charges. the sale of an equity method investment.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Adjusted operating income, excluding Excluding the impact impacts of special (gains) and charges and the Ovivo Electronics acquisition, 2025 adjusted operating income increased 23% in 2024 11% as strong value pricing, lower delivered product costs, pricing and higher volumes improved productivity were partially offset by investments in the business.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Organic operating income margins margin increased 2.0 0.3 percentage points during 2024 2025 compared to 2023, 2024, as the 4.2 1.1 percentage point positive impacts impact of lower delivered product costs, strong pricing, and higher volumes were value pricing was partially offset by the 2.3 0.9 percentage point negative impacts impact of investments in the business.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Organic operating income margins margin in Global Pest Elimination decreased 0.6 increased 1.2 percentage points in 2024, 2025, as the 4.4 3.7 percentage point positive impacts from strong value pricing and higher volumes were more than partially offset by the 5.8 3.1 percentage point negative impacts of investments in the business and costs associated with a fourth quarter spike in accidents. business.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Organic operating income margins margin increased 1.5 3.4 percentage points in 2024, 2025, as the 3.5 5.9 percentage point positive impact from strong pricing value pricing, higher volumes and lower supply chain delivered product costs were partially offset by the 1.6 2.2 percentage point negative impacts from lower volumes investments in the business. business, including performance-based compensation.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
Excluding the impact of special (gains) and charges, charges and the Ovivo Electronics acquisition, our 2025 adjusted gross margin was 44.5% compared against a 2024 adjusted gross margin was 43.5% compared against a 2023 adjusted gross margin of 40.4%. 43.5%.

Read it in 10-K 2026-02-23 at sec.gov ↗

RewordedMD&A
In 2024, 2023 2024 and 2022 2023, we recorded restructuring (gains) charges of $25.2 million ($18.6 million after tax) or $0.06 per diluted share, and $77.7 million ($66.4 million after tax) tax), or $0.23 per diluted share and $67.2 million ($56.0 million after tax) or $0.20 per diluted share, respectively, primarily related to severance and professional services. services in the Combined Program.

Read it in 10-K 2026-02-23 at sec.gov ↗

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