Ennis, Inc.: Form 10-Q for the period ended Aug 31, 2026

Cautionary Statement Regarding Forward-Looking Statements

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read together with the unaudited consolidated financial statements and related notes of Ennis, Inc. (collectively with its subsidiaries, the “Company,” “Registrant,” “Ennis,” or “we,” “us,” or “our”), included in Part 1, Item 1 of this report, and with the audited consolidated financial statements and the related notes of the Company included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

All of the statements in this report, other than historical facts, are forward-looking statements, including, without limitation, the statements made in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements.

These statements reflect the current views and assumptions of management with respect to future events. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

We believe these forward-looking statements are based upon reasonable assumptions. All such statements involve risks and uncertainties, and as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including but not limited to: general economic, business and labor conditions and the potential adverse effects of potential recessionary concerns, inflationary issues, U.S. import tariffs and supply chain disruptions and the potential impact on our operations; our ability to implement our strategic initiatives and control our operational costs; dependence on a limited number of key suppliers; our ability to recover the rising cost of raw materials and other costs (including energy, freight, labor and benefit costs) in markets that are highly price competitive and volatile; uninsured losses, including those from natural disasters, catastrophes, pandemics, theft, sabotage; the impact of future pandemics on the U.S. and local economies, our business operations, our workforce, our supply chain and our customer base; our ability to timely or adequately respond to technological changes in the industry; cybersecurity risks, the impact of the internet and other electronic media on the demand for forms and printed materials; the impact of foreign competition, tariffs, trade regulations and import restrictions; customer credit risk; competitors’ pricing strategies; a decline in business volume and profitability could result in an impairment in our reported goodwill negatively impacting our operational results; our ability to retain key management personnel; our ability to identify, manage or integrate acquisitions.; In addition to the factors indicated above, you should carefully consider the risks described in and incorporated by reference herein and in the risk factors in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026 before making an investment in our common stock.

Overview

Ennis, Inc. (collectively with its subsidiaries, “the “Company,” “Registrant,” Ennis,” or “we,” “us,” or “our”) was organized under the laws of Texas in 1909. We print and manufacture a broad line of business forms and other business products. We distribute business products and forms throughout the United States primarily through independent distributors. This distributor channel encompasses independent print distributors, commercial printers, direct mail, fulfillment companies, payroll and accounts payable software companies, and advertising agencies, among others. We also sell products to many of our competitors to satisfy their customers’ needs.

Business Overview

Our management believes we are the largest provider of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders to independent distributors in the United States.

We are in the business of manufacturing, designing, and selling business forms and other printed business products primarily to distributors located in the United States. As of August 31, 2026, we operate approximately 50 manufacturing plants throughout the United States in 20 strategically located states as one reportable segment: printing services. Approximately 95% of the business products we manufacture are custom and semi-custom products, constructed in a wide variety of sizes, colors, number of parts, and quantities on an individual job basis, depending upon the customers’ specifications.

The products we sell include snap sets, continuous forms, laser cut sheets, tags, labels, envelopes, integrated products, jumbo rolls and pressure sensitive products in short, medium and long runs under the following labels: Ennis®, Royal Business Forms®, CFC Print & MailSM, Block Graphics®, ColorWorx®, Enfusion®, Uncompromised Check Solutions®, VersaSeal®, Ad ConceptsSM, FormSource LimitedSM, Star Award Ribbon Company®, Witt Printing®, Genforms®, PrintGraphics®, Calibrated Forms®, PrintXcel®, Printegra®, Forms ManufacturersSM, Mutual Graphics®, TRI-C Business FormsSM, Major Business SystemsSM, Independent PrintingSM, Hayes Graphics®, Wright Business GraphicsSM, Wright 360SM, Integrated Print & GraphicsSM, the Flesh CompanySM, AmeriPrintSM; StylecraftSM, UMC PrintSM; Eagle GraphicsSM, Diamond GraphicsSM and Printing TechnologiesSM. We also sell the Adams McClure® brand (which provides Point of Purchase advertising); the Admore®, Folder Express®, and Independent Folders® brands (which provide presentation folders and document folders); Ennis Tag & LabelSM (which provides custom printed, high performance labels and custom and stock tags); Allen-Bailey Tag & LabelSM, Atlas Tag & Label®, Kay Toledo Tag®, and Special Service Partners® (SSP) (which provides custom and stock tags and labels); Trade Envelopes®, Block Graphics®, Wisco®, Northeastern Envelope CompanySM, Envelope SuperstoreSM and National Imprint Corporation® (which provide custom and imprinted envelopes); Northstar® and General Financial Supply® (which provide financial and security documents); InfosealSM and PrintXcel® (which provide custom and stock pressure seal documents). School Photo Marketing and National School Forms are a one-stop shop for over 1,400 school portrait photographers and professional photo labs nationwide, providing them with a complete array of products and services that reach over 15 million families and 30,000 schools, primarily in the K-8 market. We sell predominantly through independent distributors, as well as to many of our competitors. Northstar Computer Forms, Inc., one of our wholly-owned subsidiaries, also sells direct to a small number of customers, generally large banking organizations (where a distributor is not acceptable or available to the end-user). Adams McClure, LP, a wholly-owned subsidiary, also sells direct to a small number of customers, where sales are generally through advertising agencies.

The printing industry generally sells its products either predominantly to end users, a market dominated by a few large manufacturers, such as R.R. Donnelley and Taylor Corporation, or, like the Company, through a variety of independent distributors and distributor groups. While it is not possible, because of the lack of adequate public statistical information, to determine the Company’s share of the total business products market, management believes the Company is the largest producer of business forms, pressure-seal forms, labels, tags, envelopes, and presentation folders in the United States distributing primarily through independent distributors.

There are a number of competitors that operate in this segment. We believe our strategic locations and buying power permit us to compete on a favorable basis within the distributor market on factors such as service, quality and price.

Our products are sold throughout the United States primarily by independent distributors, including business forms distributors, resellers, direct mail, commercial printers, software companies, and advertising agencies.

Raw materials principally consist of a wide variety of weights, widths, colors, sizes, and qualities of paper for business products purchased primarily from one major supplier at favorable prices based on our high volume of business with that supplier relative to our competitors.

Business products usage in the printing industry is generally not seasonal. Acquisitions of new business, general economic conditions and contraction of the traditional business forms industry are the predominant factors in quarterly volume fluctuations.

Recent Acquisitions

On November 14, 2025, we acquired the assets and business of CFC Print & Mail ("CFC"), which is based in Grand Prairie, Texas. In the last full year preceding the acquisition, CFC generated approximately $7.1 million in sales. CFC specializes in serving a national distributor network with business-document printing and mailing services, offering industry-leading turnaround times and automation. The acquisition of CFC further strengthens our leading position in business products and the commercial print sector.

On April 11, 2025, we acquired the assets and business of Northeastern Envelope Company ("NEC"), which is based in Old Forge, Pennsylvania and Envelope Superstore ("ESS") which is based in Hiram, Georgia. In the last full year preceding the acquisition, NEC and ESS generated approximately $26.0 million in sales. The acquisition of NEC and ESS strengthens our envelope converting and printing capabilities to serve our customers in the Northeast United States.

Our Business Challenges

Our industry is currently experiencing consolidation of traditional supply channels, product obsolescence, paper supplier capacity adjustments, volatility in raw material availability and pricing, and changes in international trade conditions. Technology advances have made electronic distribution of documents, internet hosting, digital printing and print-on-demand solutions valid cost-effective alternatives to traditional custom-printed documents and customer communications. Improved equipment has become more accessible to our competitors. We face highly competitive conditions throughout our supply chain in an already over-supplied, price-competitive print industry. The challenges of our business include the following:

Transformation of our portfolio of products – While traditional business documents are essential in order to conduct business, many are being replaced through the use of cheaper paper grades or imported paper, or displaced by advances in digital technologies, causing steady declines in demand for a portion of our current product line. Transforming our product offerings in order to continue to provide innovative, valuable solutions through lower labor and fixed charges to our customers on a proactive basis will require us to make investments in new and existing technology and to develop key strategic business relationships, such as print-on-demand services and product offerings that assist customers in their transition to digital business environments. In addition, we will continue to look for new market opportunities and niches, including through acquisitions, and to expand our offerings in areas such as envelopes, tags, folders, healthcare wristbands, specialty packaging, direct mail, pressure seal products, secure document, in-mold labels, and long-run integrated high color web print, which provide opportunities for growth and further differentiate us from our competition. The ability to make investments in new and existing technology and/or to acquire new market opportunities through acquisitions is dependent on the Company’s liquidity, capital resources, and operating results.

Production capacity and price competition within our industry – Industry supply of paper products is subject to fluctuation as changing industry conditions have and will continue to influence producers to idle or permanently close individual machines or mills, convert them to different product lines, or otherwise adjust production capacity in response to changes in demand, operating costs and market conditions. These actions can affect the availability and pricing of certain grades of paper and other raw materials we purchase.

The only mill located in the United States that produced rolls of carbonless paper ceased production on a permanent basis. In response to this supply disruption, we increased inventory as buffer stock while transitioning to alternative sources of carbonless paper. We have received shipments from alternative suppliers and continue to expect no disruption to customer service, product availability or product quality. Changes in tariff policies, trade regulations and transportation costs may also increase the costs of raw materials, freight and other products we source.

Margins remain under pressure due to weak volumes in parts of the market, volatile input costs and price competition. To protect results, we continue to manage and control product costs through forecasting, production and costing models; strengthening supplier relationships; negotiating favorable procurement terms; and increasing operational efficiency.

Continued consolidation of our customers – Our customers are primarily distributors, many of which are consolidating or are being acquired by competitors. We continue to maintain a high volume of the business with our customers but it is possible that these consolidations and acquisitions, which we expect to continue in the future, ultimately will impact our margins and sales.

For further information, please see “Cautionary Statement Regarding Forward-Looking Statements,” above and “Risk Factors” contained within our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

Critical Accounting Estimates

Our Annual Report on Form 10-K for the year ended February 28, 2026, includes a description of certain critical accounting estimates, including those with respect to the pension plan, impairment assessments on goodwill and other intangible assets, allowance for credit losses and accounts receivable, and allowance for excess and obsolete inventories, which we believe are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. During the quarter ended August 31, 2026, there have been no material changes to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended February 28, 2026.

Recent Accounting Pronouncements

See Note 1 of the accompanying unaudited condensed consolidated financial statements for a discussion of recent accounting pronouncements.

Results of Operations

The following discussion provides information which we believe is relevant to understanding our results of operations and financial condition. The discussion and analysis should be read in conjunction with the accompanying interim unaudited consolidated financial statements and notes included in this filing. The operating results of the Company for the three and six months ended August 31, 2026 and the comparative period for 2025 are set forth in the tables below.

Consolidated Summary

Unaudited Condensed Consolidated Statements of

Three months ended August 31, 2026 compared to three months ended August 31, 2025

Net Sales. Our net sales were $102.0 million for the quarter ended August 31, 2026, compared to $98.7 million for the same quarter in the prior year, an increase of $3.3 million, or 3.3%. Our acquisitions completed during fiscal year 2026 contributed approximately $2.3 million in revenue during the quarter for the ownership periods not included in the comparable prior-year quarter. Sales from the remaining business increased approximately $1.0 million, reflecting the combined impact of pricing actions, sales volume and product mix.

Cost of Goods Sold and Gross Profit Margin. Our cost of goods sold increased $2.9 million, or 4.2%, from $68.6 million for the three months ended August 31, 2025 to $71.5 million for the three months ended August 31, 2026. Our gross profit was $30.5 million or 29.9% of revenue for the quarter ended August 31, 2026 compared to $30.1 million or 30.5% of revenue for the same quarter in the prior year. The decrease in gross profit margin primarily reflected higher carbonless paper costs recognized in cost of sales compared with the prior-year quarter. We continue to pursue cost management measures and targeted pricing actions intended to mitigate the effects of market weakness, input cost increases and price competition on our results.

Selling, general, and administrative expense. For the three months ended August 31, 2026, our selling, general, and administrative ("SG&A") expenses were $16.9 million compared to $17.7 million for the three months ended August 31, 2025, a decrease of $0.8 million, or 4.5%. The decrease was primarily attributable to lower incentive compensation expense and other changes in operating expenses. As a percentage of net sales, SG&A expenses for the current quarter were 16.6% compared to 18.0% for the same quarter in the prior year.

Gain and loss from disposal of assets. There were no gains or losses from the disposal of Company assets during the three months ended August 31, 2026.

Income from operations. Primarily due to the factors described above, income from operations was $13.6 million, or 13.3% of net sales, for the three months ended August 31, 2026 compared to $12.4 million, or 12.5% of net sales, for the three months ended August 31, 2025, an increase of $1.2 million or 9.7%.

Other income (expense). Other expense was $0.5 million for the three months ended August 31, 2026 compared to other income of $5.8 million for the same quarter in the prior year. The prior-year quarter included a $5.3 million favorable litigation judgment, while the current quarter included an unrelated $0.7 million litigation charge. Interest income was $0.4 million for the current quarter compared to $0.8 million for the prior-year quarter.

Provision for income taxes. Our effective income tax rate was approximately 28.0% for the three months ended August 31, 2026 compared to approximately 27.5% for the three months ended August 31, 2025. The effective tax rate for the three months ended August 31, 2026 was higher than the prior-year period primarily due to changes in state income taxes and nondeductible executive compensation.

Net earnings. Net earnings were $9.4 million, or $0.37 per diluted share, for the three months ended August 31, 2026 compared to $13.2 million, or $0.51 per diluted share, for the same quarter in the prior year. The decrease primarily reflected the favorable litigation judgment recognized in the prior-year quarter and the litigation charge recognized in the current quarter, partially offset by improved income from operations.

Six months ended August 31, 2026 compared to six months ended August 31, 2025

Net Sales. Our net sales were $200.6 million for the six months ended August 31, 2026, compared to $195.9 million for the same period in the prior year, an increase of $4.7 million, or 2.4%. Our acquisitions completed during fiscal year 2026 contributed approximately $6.8 million in revenue during the six-month period for the ownership periods not included in the comparable prior-year. Sales from the remaining business decreased approximately $2.1 million primarily reflecting weaker customer demand and ongoing industry-wide pressure in the U.S. printing market.

Cost of Goods Sold and Gross Profit Margin. Our cost of goods sold increased $3.5 million, or 2.6%, from $135.5 million for the six months ended August 31, 2025 to $139.0 million for the six months ended August 31, 2026. Our gross profit was $61.6 million or 30.7% of revenue for the six months ended August 31, 2026 compared to $60.3 million or 30.8% of revenue, for the same period in the prior year. The year-to-date gross profit margin remained relatively consistent despite higher carbonless paper costs recognized during the second quarter.

Selling, general, and administrative expense. For the six months ended August 31, 2026, SG&A expenses were $34.4 million compared to $34.7 million for the six months ended August 31, 2025, a decrease of $0.3 million, or 0.9%. As a percentage of net sales, SG&A expenses were 17.2% and 17.7% for the six month ended August 31, 2026 and 2025, respectively.

Gain and loss from disposal of assets. The $10,000 net gain from disposal of assets during the six-month period ended August 31, 2026 was primarily attributed to the sale of unused equipment.

Income from operations. Primarily due to the factors described above, income from operations was $27.2 million, or 13.5% of net sales for the six months ended August 31, 2026 compared to $25.7 million, or 13.1% of net sales, for the same period in the prior year, an increase of $1.5 million, or 5.8%.

Other income (expense). Other expense was $0.4 million for the six months ended August 31, 2026 compared to other income of $6.0 million for the same period in the prior year. The change primarily reflected the $5.3 million favorable litigation judgment recognized in the prior-year period and the $0.7 million litigation charge recognized in the current period. Interest income was $0.8 million for the current six-month period compared to $1.3 million for the prior-year period.

Provision for income taxes. Our effective income tax rate was approximately 28.0% for the six months ended August 31, 2026 compared to approximately 27.5% for the six months ended August 31, 2025. The effective tax rate for the six months ended August 31, 2026 was higher than the prior-year period primarily due to changes in state income taxes and nondeductible executive compensation.

Net earnings. Net earnings were $19.3 million, or $0.76 per diluted share for the six months ended August 31, 2026 compared to $23.0 million, or $0.89 per diluted share for the same period in the prior year. The decrease primarily reflected the litigation items described above, partially offset by higher income from operations. Our recent acquisitions contributed approximately $0.03 per diluted share for the ownership periods not included in the comparable prior-year period.

Liquidity and Capital Resources

We fund our operations primarily through cash generated from operating activities. Our principal cash requirements include payments to vendors in the ordinary course of business, capital expenditures, compensation and benefits, and dividends to shareholders. As of August 31, 2026, we had cash and cash equivalents of $54.0 million and no long-term debt. We currently maintain a significant portion of cash and cash equivalents in interest-bearing money market accounts and funds. Based on our current cash position and anticipated cash flows from operations, we believe our cash on hand and funds generated from operations will be sufficient to meet our operating and capital requirements for at least the next twelve months including anticipated expenditures and acquisition opportunities. Capital expenditures are expected to range between $4.0 million and $7.0 million over the next twelve months, consistent with historical spending levels.

FOR THE PERIOD ENDED AUGUST 31, 2026

(Dollars in thousands)

Working Capital. During the six months ended August 31, 2026, our working capital increased $13.2 million or 13.7%, from $96.4 million at February 28, 2026 to $109.6 million at August 31, 2026. The increase primarily reflects cash generated from operating activities, partially offset by dividends and capital expenditures. Our current ratio, calculated by dividing our current assets by our current liabilities, increased from 3.7 to 1.0 at February 28, 2026, to 3.8 to 1.0 at August 31, 2026.

(Dollars in thousands)

Cash flows from operating activities. Cash provided by operating activities was $34.1 million for the six months ended August 31, 2026, compared to $18.4 million in the comparative period ended August 31, 2025. Net earnings decreased $3.7 million in the current period. A decrease in accounts receivable provided cash of $1.8 million in the current period compared to an increase in accounts receivable using cash of $2.0 million in the prior year period. A decrease in inventories provided cash of $0.6 million in the current period compared to an increase in inventories using cash of $20.8 million in the prior-year period. An increase in accounts payable and accrued expenses provided cash of $2.7 million in the current period compared to $7.3 million in the prior-year period. The improvement in operating cash flow primarily reflects lower inventory purchasing requirements in the current period as a result of the strategic build of buffer stock in the prior-year period.

Cash flows from investing activities. Cash used in investing activities was $1.9 million in the six months ended August 31, 2026 compared to $32.0 million in the six months ended August 31, 2025. There were no business acquisitions during the current six-month period compared to $34.9 million used to acquire businesses in the same period last year. During the prior year period, approximately $5.5 million of U.S. government treasury bills matured.

Cash flows from financing activities. Cash used in financing activities was $12.8 million in the six months ended August 31, 2026 compared to $21.6 million in the six months ended August 31, 2025. The difference is attributed to share repurchases of $8.6 million in six month ended August 31, 2025 and no share repurchases in the six months ended August 31, 2026.

Pension Plan – The funded status of our Pension Plan is dependent on many factors, including returns on invested assets and market interest rates. We are not required to make a contribution to the Pension Plan for fiscal year 2027 and did not make a contribution during the six months ended August 31, 2026. Future contributions, if any, will depend on the Pension Plan’s funded status and applicable funding requirements. Changes in investment returns or discount rates could significantly affect the Pension Plan’s funded status and future funding requirements. At August 31, 2026, we had a funded pension asset of $2.2 million.

Inventories – We believe our inventory levels are sufficient to satisfy customer demand and we anticipate having adequate sources of raw materials to support future business requirements. In fiscal year 2026, following the closure of the only U.S. mill producing rolls of carbonless paper, we increased inventory levels to mitigate potential supply shortages and maintain supply continuity while qualifying alternative sources. We have an agreement with and have received shipments from a carbonless paper supplier whom we anticipate will be a successful partnership. We maintain long-term supply agreements with key paper vendors that establish pricing parameters but do not impose minimum purchase obligations. Certain rebate programs, however, are contingent on achieving minimum purchase volumes and management currently expects to meet those requirements.

Capital Expenditures – We continue to make capital expenditures for operational maintenance purposes, as may be required. Additionally, we will carefully review and make capital expenditures for additional equipment to the extent such additions make economic sense by improving our operations and not jeopardizing our strong liquidity position. We expect our capital requirements for fiscal year 2027, exclusive of capital required for possible acquisitions, will be within our historical range of between $4.0 million and $7.0 million. For the six months ended August 31, 2026, we spent approximately $1.9 million on capital expenditures that were funded out of our cash balance. We expect to generate sufficient cash flows from our operating activities to cover our operating and other normal capital requirements for the foreseeable future.

Contractual Obligations – There have been no significant changes in our contractual obligations since February 28, 2026 that have, or are reasonably likely to have, a material impact on our results of operations or financial condition. We do not have off-balance sheet arrangements or special-purpose entities.

Market Risk

Interest Rates

From time to time, we are exposed to interest rate risk on short-term and long-term financial instruments carrying variable interest rates. While we had no outstanding debt at August 31, 2026, we would be exposed to interest rate risk if we borrow under a credit facility in the future. We may from time to time utilize interest rate swaps to manage overall borrowing costs and reduce exposure to adverse fluctuations in interest rates. We do not use derivative instruments for trading purposes. In addition, a decrease in the discount rate could negatively impact our Pension Plan’s funded status.

This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion based upon general market conditions and changes in domestic and global financial markets.

Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosures. Our controls and procedures are tested and evaluated at regular intervals to confirm that they are adequate and followed by our personnel to prevent misstatement of the Company’s financial statements. Due to the inherent limitations of control systems, not all misstatements may be detected. Those inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people. Our controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met. Our management, with the participation of our Chairman of the Board, President and Chief Executive Officer (“CEO”) and Chief Financial Officer and Treasurer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that, as of August 31, 2026, our disclosure controls and procedures are effective to provide reasonable assurance that information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a–15(f) or Rule 15d–15(f) of the Exchange Act) that occurred during the three and six months ended August 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes in our Risk Factors as previously discussed in our Annual Report on Form 10-K for the year ended February 28, 2026.