Amended annual reports deserve investors’ attention because they often deliver bad news.

Why are amended 10-Ks important?

Businesses frequently submit revised annual 10-K reports to make technical changes, such as filing proxy information or correcting minor typos. These amendments are typically routine and hold little significance for investors.

Nevertheless, some amended reports convey adverse developments, such as uncovering inaccuracies in previously submitted financial statements or reporting deficiencies in internal controls. These revisions warrant scrutiny because the disclosed negative information may be substantial, and the amended filing could serve as the initial source for announcing such developments.

Amended 10-K filings - quarterly update # 11

In this quarterly update, I examine the reasons for the 10-K/A amendments filed between April 1, 2026, and June 30, 2026. (Quarterly update # 10 is available here.)

Companies filed 373 amended 10-K reports in the quarter ended June 30, 2026 — a decline of approximately 7% compared to 401 amended annual reports filed in the quarter ended June 30, 2025.

Table 1 below reflects the primary reasons for the amendments.

Table 1 - Reasons for Amended 10-Ks

Source: 10-K/A filings, analysis by Deep Quarry. 

Overall, the composition of amended 10-K filings was broadly similar to the prior-year period, with relatively few amendments involving substantive financial reporting issues. The increase in restatement-related amendments primarily reflected clerical corrections and repeat filings rather than an uptick in material error corrections. For instance, FDCTECH (Ticker: FDCTD) filed four amendments connected to the same underlying restatement.

The discussion of selected categories and filings is below.

Audit opinion or consent updates

Most of the 39 amendments in this category corrected technical details in an auditor’s report or consent, such as an incorrect signature date or reference to the city in which the audit firm’s report was issued. 

One amendment is worth discussing in more detail. Abundia Global Impact Group, Inc. (Ticker: AGIG) filed a Form 10-K/A on May 13, 2026, after its auditor, CBIZ CPAs, inadvertently omitted the required “Critical Audit Matters” (CAMs) section from the audit report. PCAOB AS 3101 requires an audit report subject to the CAM requirements either to describe the CAMs identified by the auditor or to state that the auditor identified no CAMs. The amended report added a statement that no CAMs had been identified.

The absence of a CAM was also a change from the prior year. The question, then, is what changed between the two audit periods that could explain why the previous CAM disappeared. The 2024 audit report identified the estimation of proved oil and natural gas reserves as a CAM because the related accounts and disclosures were material to the financial statements, the estimates required significant management judgment and auditing them involved especially challenging and subjective auditor judgment. Following a July 2025 business combination, the company began describing itself primarily as a low-carbon energy solutions company. Its legacy oil and gas operations were reported separately and were no longer considered material to ongoing operations. That change in business operations may explain why oil and gas reserve estimates no longer met the CAM reporting threshold.

Restatements and error corrections

Nineteen companies filed 22 restatement-related amendments during the second quarter of 2026. One company, FDCTECH, filed four amendments connected to the same underlying restatement, so the filing total exceeds the number of separate correction events.

Nine companies, through 13 amended reports, checked the Form 10-K cover-page box indicating that the correction was a restatement requiring an analysis under the listed-company clawback rules. Eight of those nine companies reported a material “Big R” restatement, and five disclosed that a compensation-recovery analysis was required.

A few examples are discussed below. 

Green Brick Partners, Inc. (Ticker: GRBK) filed an amended 10-K report on May 11, 2026, to restate its 2023 through 2025 financial statements. The restatement was related to a misclassification of closing-cost incentives provided to homebuyers, including mortgage interest-rate buy-downs, as homebuilding costs. The company concluded that the incentives were consideration payable to customers under ASC 606 and therefore should reduce revenue. The correction reduced both revenue and cost of revenue by the same amount. The restatement did not affect net income or cash from operations and was initially disclosed in an 8-K Item 4.02 filed on April 29, 2026.

AirSculpt Technologies, Inc. (Ticker: AIRS) filed an amended 10-K on April 6, 2026, to correct errors in Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income. An incorrect adjustment related to the closure of AirSculpt’s London facility overstated 2025 Adjusted EBITDA by approximately $2.6 million, or 17%, and Adjusted EBITDA Margin by 1.7 percentage points. The error did not affect the GAAP financial statements. Companies rarely amend a previously filed 10-K solely because of a non-GAAP error. Immaterial non-GAAP errors are often corrected through a footnote to the reconciliation table in a subsequent filing. AirSculpt did not explain why it used an amended 10-K, but the size of the error may have led the company to conclude that a more prominent correction was necessary. While AirSculpt said the non-GAAP error did not affect its GAAP financial statements or ICFR conclusion, the filing did not state whether management separately evaluated its impact on disclosure controls and procedures.

Exhibits and other amendments

In the quarter ending June 30, 2026, companies filed 26 amended 10-Ks to update or add missing exhibits, down from 56 in the quarter ended June 30, 2025. Almost 70% of these amendments (18 out of 26) were filed solely to add or revise Exhibit 97, Compensation Recovery Policy. By comparison, 40 of the 56 exhibit-related amendments in the second quarter of 2025 were filed to add or revise the required clawback policy exhibit.

This is an abridged version of the analysis. The full Deep Quarry post, available to Substack subscribers, examines selected amended 10-K reports filed to restate financial information, revise internal or disclosure control reports, or provide details of internal investigations.

For questions and data inquiries please contact olga@deepquarry.com.

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