Xcel Brands (NASDAQ: XELB) amends 10-K to link Form S-3 registration

Rhea-AI Filing Summary

Xcel Brands, Inc. filed an amendment to its annual report for the year ended December 31, 2025. The amendment’s sole purpose is to update auditor consent Exhibits 23.1 and 23.2 to reference the company’s Form S-3 registration statement No. 333-276698.

No other portions of the original annual report are revised. The aggregate market value of common equity held by non-affiliates was $1,661,000 as of June 30, 2025, and 5,913,492 shares of common stock were outstanding as of April 10, 2026.

Filing Explained

This amendment remains an exhibit-and-certification update: it does not itself sell or issue securities, and the referenced Form S-3 represents registration capacity for future sales rather than a sale completed by this filing.

Key Figures

Non-affiliate equity market value: $1,661,000 Shares outstanding: 5,913,492 shares Fiscal year end: December 31, 2025

3 metrics

Non-affiliate equity market value $1,661,000 Aggregate market value of voting and non-voting common equity held by non-affiliates as of June 30, 2025

Shares outstanding 5,913,492 shares Common stock issued and outstanding as of April 10, 2026

Fiscal year end December 31, 2025 Fiscal year covered by the amended annual report

Key Terms

well-known seasoned issuer, smaller reporting company, emerging growth company, Inline XBRL, +1 more

5 terms

well-known seasoned issuer regulatory

"if the registrant is a well-known seasoned issuer, as defined in Rule 405"

A well-known seasoned issuer (WKSI) is a large, established public company that meets regulatory size and reporting tests and is granted special, faster options to sell new securities to raise money. Think of it like a trusted borrower with a standing credit line: investors and markets see it as more familiar and the company can access capital quickly with less paperwork, which can affect share supply and investor returns.

smaller reporting company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

emerging growth company regulatory

"and “emerging growth company” in Rule 12b-2 of the Exchange Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"101.INS | Inline XBRL Instance Document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Clawback Policy regulatory

"97.1 | Clawback Policy (Incorporated by reference to the appropriate Exhibit"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is the purpose of XELB's Form 10-K/A amendment?

The amendment’s sole purpose is to update Exhibits 23.1 and 23.2 so they include a reference to Xcel Brands’ Form S-3 registration statement No. 333-276698. It does not change the substantive disclosures in the original annual report.

Does XELB's 10-K/A amendment change prior financial statements?

The amendment states that no other items of the Original Filing are being amended. This indicates the update is limited to auditor consents and related certifications, and it does not reflect any events occurring after the original annual report.

What non-affiliate equity market value does XELB report in this 10-K/A?

The company reports aggregate market value of voting and non-voting common equity held by non-affiliates of $1,661,000, based on the closing price on June 30, 2025, the last business day of its most recently completed second fiscal quarter.

How many XELB shares were outstanding as of April 10, 2026?

Xcel Brands reports that 5,913,492 shares of its common stock were issued and outstanding as of April 10, 2026. This figure provides investors with an updated share count following the period covered by the 2025 fiscal year.

Which new or updated exhibits are filed with XELB's 10-K/A amendment?

The amendment files updated Exhibits 23.1 and 23.2 (auditor consents), along with currently dated CEO and CFO certifications: 31(i).1, 31(i).2, 32(i).1 and 32(i).2. These relate to reporting controls and Section 906 compliance for the amended annual report.

Does XELB's 10-K/A reflect new events after the original annual report?

The company states that the amendment does not reflect any events occurring after the filing of the Original Filing. The changes are strictly limited to updated consents and certifications, plus an updated cover page and exhibit list.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2025

OR

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-37527

XCEL BRANDS, INC.

(Exact name of Registrant as specified in its charter)

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Delaware	​ ​ ​	76-0307819
(State or Other Jurisdiction of Incorporation or Organization)	​	(I.R.S. Employer Identification No.)

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​	​	​
​	550 Seventh Avenue, 11th Floor, New York, NY 10018	​
​	(Address of Principal Executive Offices)	​

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(347) 727-2474

(Issuer’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbol	​ ​ ​	Name of each exchange on which registered
Common Stock, $0.001 par value per share	​	XELB	​	NASDAQ Capital Market

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Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes     ☐    No     ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes     ☐    No     ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes     ☒    No     ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     ☒    No     ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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​	​	​
Large accelerated filer    ☐	​ ​ ​	Accelerated filer    ☐
Non-accelerated filer    ☒	​	Smaller reporting company    ☒
​	​	Emerging growth company    ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.     ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.      ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).     ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes     ☐    No     ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,661,000 based upon the closing price of such common stock on June 30, 2025.

The number of shares of the issuer’s common stock issued and outstanding as of April 10, 2026 was 5,913,492 shares.

Documents Incorporated By Reference: None

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EXPLANATORY NOTE

On April 15, 2026, Xcel Brands, Inc. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Original Filing”). The purpose of this Amendment No. 1 to the Original Filing is solely to update Exhibits 23.1 and 23.2 to the Original Filing to include reference to the Company’s registration statement on Form S-3 (No. 333-276698) (the “Registration Statement”). No other items of the Original Filing are being amended and this Amendment No. 1 does not reflect any events occurring after the filing of the Original Filing.

Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated Exhibit 31 certifications are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15 of Part IV hereof. Pursuant to Rule 12b-5 of the Exchange Act, currently dated Exhibit 32 certifications are filed herewith as exhibits to this Amendment No. 1 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 under item 15 of Part IV hereof.

This Amendment No.1 contains only an updated cover page, this explanatory note, Exhibits 23.1, 23.2, 31(i).1, 31(i).2, 32(i).1 and 32(i).2 of Item 15, the exhibit list and the signature page.

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PART IV

Item 15.Exhibit and Financial Statement Schedules

INDEX TO EXHIBITS

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​	​	​
Exhibit Number	​ ​ ​	Description
​	​	​
3.1	​	Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 24, 2017)
​	​	​
3.2	​	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 24, 2025)
​	​	​
3.3	​	Third Restated and Amended Bylaws of Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 8, 2017)
​	​	​
4.1	​	Third Amended and Restated Equity Incentive Plan and Forms of Award Agreements (Incorporated by reference to the appropriate Exhibit to the Definitive Proxy Statement on Form DEF 14-A, which was filed with the SEC on August 15, 2016)
​	​	​
4.2	​	2021 Equity Incentive Plan (Incorporated by reference to the appropriate Exhibit to the revised Definitive Proxy Statement on Form DEF 14-A, which was filed with the SEC on October 20, 2021)
​	​	​
4.3	​	Description of Registrant’s Securities (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021)
​	​	​
4.4	​	Warrant issued to G-III Apparel Group (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
​	​	​
4.5	​	Form of Representative’s Warrant issued on March 19, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024)
​	​	​
4.6	​	Form of Common Stock Warrant issued on December 31, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024)
​	​	​
4.7	​	Form of UTG Warrant (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
​	​	​
4.8	​	Form of Restore Warrant (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
​	​	​
4.9	​	Form of Restore Warrant Amendment (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
​	​	​
4.10	​	Form of FEAC Warrant Amendment (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
​	​	​
4.11	​	Form of Placement Agent’s Warrants issued on August 1, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025)
​	​	​

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4.12	​	Form of Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
​	​	​
4.13	​	Form of Pre-Funded Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
​	​	​
4.14	​	Form of Placement Agent Warrant issued on December 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
​	​	​
9.1	​	Amended and Restated Voting Agreement between Xcel Brands, Inc. and IM Ready-Made, LLC, dated as of December 24, 2013 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 24, 2013)
​	​	​
9.2	​	Voting Agreement between Xcel Brands, Inc. and Judith Ripka Berk, dated as of April 3, 2014 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 9, 2014)
​	​	​
9.3	​	Voting Agreement dated as of December 22, 2014 by and between Xcel Brands, Inc. and H Company IP, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 24, 2014)
​	​	​
9.4	​	Form of Voting Agreement dated as of February 11, 2019 (Incorporated by reference to the appropriate exhibit to the Current Report on Form 8-K, which was filed with the SEC on February 15, 2019)
​	​	​
10.1	​	Sublease Agreement, dated as of July 8, 2015, by and between Xcel Brands, Inc. and GBG USA Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on July 14, 2015)
​	​	​
10.2	​	Employment Agreement between the Company and James Haran dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021)
​	​	​
10.3	​	Employment Agreement between the Company and Robert D’Loren dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on April 23, 2021)
​	​	​
10.4	​	Employment Agreement between the Company and Seth Burroughs dated February 27, 2019 (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on April 15, 2022)
​	​	​
10.5	​	Membership Interest Purchase Agreement dated May 27, 2022 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on June 3, 2022)
​	​	​
10.6	​	Second Amendment to Membership Interest Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
​	​	​
10.7	​	Third Amendment to Membership Interest Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
​	​	​
10.8	​	Subscription Agreement, dated as of March 15, 2024, by and between Robert W. D’Loren and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024)
​	​	​

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10.9	​	Subscription Agreement, dated as of March 15, 2024, by and between Seth Burroughs and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024)
​	​	​
10.10	​	Subscription Agreement, dated as of March 15, 2024, by and between Mark X. DiSanto Investment Trust and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on March 19, 2024)
​	​	​
10.11	​	Asset Purchase Agreement dated June 21, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on June 24, 2024)
​	​	​
10.12	​	Amendment to Employment Agreement between the Company and Robert D’Loren (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 2, 2024)
​	​	​
10.13	​	Amendment to Employment Agreement between the Company and Seth Burroughs (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 2, 2024)
​	​	​
10.14	​	Loan and Security Agreement dated as of December 12, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024)
​	​	​
10.15	​	Membership Pledge Agreement dated as of December 12, 2024 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 16, 2024)
​	​	​
10.16	​	Membership Interest Transfer Agreement effective as of April 15, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
​	​	​
10.17	​	Second Amendment to Loan and Security Agreement, dated as of April 21, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
​	​	​
10.18	​	Board Nominee Agreement by and between the Company and UTG dated April 21, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
​	​	​
10.19	​	Support Agreement dated April 21, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on April 24, 2025)
​	​	​
10.20	​	Form of Securities Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Registration Statement on Form S-1, which was filed with the SEC on July 2, 2025)
​	​	​
10.21	​	Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc., and Robert W. D’Loren (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025)
​	​	​
10.22	​	Subscription Agreement, dated as of August 1, 2025, by and between Xcel Brands, Inc. and Mark DiSanto (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025)
​	​	​
10.23	​	Form of Securities Purchase Agreement, by and between Xcel Brands, Inc., and the purchasers identified on the signature pages thereto (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on August 7, 2025)
​	​	​

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10.24	​	Membership Interest Transfer Agreement, dated September 25, 2025, by and among IMWHP, LLC, IMWHP2, LLC, and Xcel Brands, Inc. (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 2, 2025)
​	​	​
10.25	​	Settlement Agreement, dated September 25, 2025, by and among IM Topco, LLC, IMWHP, LLC, IMWHP2, LLC, Xcel Brands, Inc., Xcel-CT MFG, LLC and IM Brands, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 2, 2025)
​	​	​
10.26	​	Third Amendment to Loan and Security Agreement, dated as of October 7, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on October 10, 2025)
​	​	​
10.27	​	Fourth Amendment and Consent to Loan and Security Agreement, dated as of November 18, 2025 (Incorporated by reference to the appropriate Exhibit to the Registration Statement on Form S-1, which was filed with the SEC on February 4, 2026)
​	​	​
10.28	​	Form of Securities Purchase Agreement (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
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10.29	​	Placement Agency Agreement (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on December 19, 2025)
​	​	​
10.30	​	Common Stock Purchase Agreement entered into effective January 21, 2026 by and between the Company and White Lion Capital, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on January 23, 2026)
​	​	​
10.31	​	Registration Rights Agreement entered into effective January 21, 2026 by and between the Company and White Lion Capital, LLC (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on January 23, 2026)
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10.32	​	Fifth Amendment to Loan and Security Agreement, dated as of February 20, 2025 (Incorporated by reference to the appropriate Exhibit to the Current Report on Form 8-K, which was filed with the SEC on February 24, 2026)
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21.1	​	Subsidiaries of the Registrant (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
​	​	​
23.1*	​	Independent Registered Public Accounting Firm’s Consent
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23.2*	​	Independent Registered Public Accounting Firm’s Consent
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31(i).1*	​	Rule 13a-14(a)/15d-14(a) Certification (CEO)
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31(i).2*	​	Rule 13a-14(a)/15d-14(a) Certification (CFO)
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32(i).1*	​	Section 1350 Certification (CEO)
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32(i).2*	​	Section 1350 Certification (CFO)
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97.1	​	Clawback Policy (Incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the period year ended December 31, 2023, which was filed with the SEC on April 19, 2024)
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101.INS	​	Inline XBRL Instance Document
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101.SCH	​	Inline XBRL Taxonomy Schema

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101.CAL	​	Inline XBRL Taxonomy Calculation Linkbase
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101.DEF	​	Inline XBRL Taxonomy Definition Linkbase
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101.LAB	​	Inline XBRL Taxonomy Label Linkbase
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101.PRE	​	Inline XBRL Taxonomy Presentation Linkbase
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104	​	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Date: August 5, 2026	​ ​ ​	/s/ Robert W. D’Loren
	​	Robert W. D’Loren, Chairman, President,
	​	Chief Executive Officer and Director
	​	(Principal Executive Officer)

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