INTERPARFUMS INC
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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FY2025 · Filed Mar 10, 2026
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report on Form 10-K (the “Evaluation Date”). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, could provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness in internal control over financial reporting described below in “Management’s Annual Report on Internal Control over Financial Reporting”, the Company’s disclosure controls and procedures were not effective as of December 31, 2025.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, 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 (“GAAP”).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that compliance with policies or procedures may deteriorate.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2025, as the Company has not remediated the material weakness described below. 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.
Previously Reported Material Weaknesses
As previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified the following material weakness in internal control over financial reporting;
- The Company does not have an annual risk assessment process sufficiently designed to identify the risks that could impact on the Company’s consolidated financial statements. This includes processes to review any previously recognized risks and identify any potential new risks that could have a material impact on the Company. As a result, the Company could not properly assess if the key controls in place were sufficient to mitigate the risks of material misstatement and the Company could not adequately provide oversight over the testing of management’s internal control over financial reporting.
In response to this material weakness, the following remedial actions have been implemented by the Company:
hired an experienced Chief Audit Executive to improve our internal control over financial reporting capabilities.
engaged a third party firm to assist us with designing and implementing a risk assessment process and establish processes and controls to support an effective control environment.
completed a global entity wide risk assessment process.
performed a risk assessment over the IT systems used as part of financial reporting and business processes, including various layers of technology.
designed and implemented risk assessment procedures and monitoring activities; and
implemented additional review and reconciliation controls to support the period end financial reporting process.
Additionally, we are completing design enhancements to certain process-level controls, including controls over the approval of pricing for our products** and implementing appropriate segregation of duties for manual journal entries. These enhancements include system-supported improvements designed to strengthen our ability to identify, assess, and monitor risks of material misstatement.******
While we have made significant progress towards the remediation of the material weakness noted above, management has concluded that the material weakness as of December 31, 2024 was not fully remediated as of December 31, 2025. The remaining material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Despite the finding of this material weakness, we have concluded that our consolidated financial statements and related notes thereto included in this Annual Report on Form 10-K fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of , and for, the periods presented.
Also aspreviously disclosed in Part II-Item 9A "Controls and Procedures" in our Annual Report on Form 10-K for the year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting related to the following:
The Company did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, the Company did not maintain sufficient documentation to evidence that controls have operated as designed with respect to key financial statement accounts and assertions.
The Company did not design and maintain effective information technology general controls related to user access at our Interparfums SA subsidiary, which limited management’s ability to rely on technology-dependent controls relevant to the preparation of the Company’s consolidated financial statements.
During fiscal 2025, management implemented remedial actions to address these material weaknesses. These actions included strengthening documentation protocols to ensure that sufficient evidence of control execution is retained, enhancing management review procedures over key financial reporting controls, and providing training to control owners regarding internal control documentation and execution requirements.
With respect to the Information Technology General Controls ("ITGC") material weakness related to user access, the Company implemented improvements to its access management processes, including removing inappropriate privileged access rights (including SAP‑ALL access), implementing role‑based access controls designed to enforce appropriate segregation of duties, and establishing periodic user access review procedures to monitor access to financial reporting systems. The Company also implemented monitoring controls designed to identify and remediate inappropriate access on a timely basis.
We have completed our testing of both the design and operating effectiveness of these controls and have determined that these controls have been appropriately designed and implemented, and have operated effectively for a sufficient period of time for management to conclude, that these two previously identified material weaknesses have been remediated as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
Except as described above, there were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended), that occurred during the fiscal quarter of the year ended December 31, 2025 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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