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Management has identified a material weakness in its internal controls over financial reporting related to previously identified acquisition related legacy DS Smith material weaknesses.
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DS Smith previously identified material weaknesses in its internal controls over financial reporting,
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auditors identified material weaknesses in DS Smith’s ICFR environment including Information Technology General
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with the preparation of the acquisition proxy statement, the independent auditors identified material weaknesses in
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• Failure to remediate a material weakness in DS Smith’s internal control over financial reporting could
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financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
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ended April 30, 2022, April 30, 2023, and April 30, 2024, which would have constituted material weaknesses under
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• Designing, implementing and maintaining effective internal control over financial reporting and remediating the previously disclosed material weaknesses of DS Smith;
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Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2026. This conclusion reflects management’s determination that the previously identified and disclosed information technology general controls (“ITGC”) deficiencies within the legacy DS Smith information technology environment constitute a material weakness in the Company’s internal control over financial reporting (the “ITGC Material Weakness”).
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The Company is undertaking the separation of its EMEA packaging business. As a result, the Company anticipates that the material weakness will be remediated following the separation.
Read in the filing ↗ Also in 10-Q of Nov 4, 2026
Prior to the acquisition of DS Smith on January 31, 2025, material weaknesses were identified within the legacy DS Smith internal control environment of the historic financial periods (the “Legacy DS Smith Material Weaknesses”). Among other matters, DS Smith’s Information Technology General Controls ("ITGCs") were not consistently operating effectively. As DS Smith was not previously subject to the internal control requirements of Section 404 of the Sarbanes-Oxley Act, management began integrating DS Smith into the Company's internal control framework, including assessing and remediating the legacy DS Smith ITGC control deficiencies.
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Notwithstanding the material weakness described below, Management has concluded that the financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with U.S. GAAP.
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Based on management's assessment as of September 30, 2026, including the design and effectiveness testing, management concluded that the legacy DS Smith ITGC control deficiencies constitute a material weakness in the Company's internal control over financial reporting.
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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
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Based on the results of management's assessment as of September 30, 2026, including the results of design and effectiveness testing, management concluded that the control deficiencies related to the legacy DS Smith ITGCs, constitute a material weakness in the Company's internal control over financial reporting.
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Other than the identification of the ITGC Material Weakness described above, there were no changes to the Company's internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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As more fully disclosed in Item 4, “Controls and Procedures,” under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial reporting. Based on that evaluation, management has concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report, due to a material weakness identified in legacy DS Smith’s internal control over financial reporting.
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As more fully discussed in Item 1A “Risk Factors” of this report, prior to the acquisition of DS Smith on January 31, 2025, a material weakness was identified related to the aggregation of deficient controls within the legacy DS Smith information technology environment. At the time of the acquisition, DS Smith was not subject to the internal control requirements of Section 404 of the Sarbanes-Oxley Act. Following the acquisition, management began integrating DS Smith into the Company's internal control framework, including assessing and remediating existing ITGC deficiencies in the Company's internal control over financial reporting.
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We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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