What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-05-28 · 173 added, 136 removed, 452 unchanged (41% of the section changed)

3 unchanged sentences

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a 15(f) and 15d 15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2025.

Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness described below.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025, to ensure that all information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time specified in SEC rules and forms and is accumulated and communicated to our management, including our principal executive and principal accounting officers to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

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Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the design and effectiveness of our internal control over financial reporting 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 our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to the material weakness set forth below.

A material weakness is a deficiency, or a combination of control 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.

The basis for the conclusion that such internal control was ineffective principally included consideration of the fact that the Company was unable to file its Annual Report on Form 10-K within the time specified in SEC rules and forms, as management did not maintain appropriately designed entity-level controls impacting Information and Communication and Monitoring, related to a material asset.

The Company is dependent on a third party to report financial information related to an investment in an unconsolidated affiliate.

The timing of the receipt of information from the third party did not permit adequate time to meet SEC deadlines for the Company’s required filing.

In response to the material weaknesses noted above, the Company’s management began to take actions to remediate the identified material weaknesses in internal control over financial reporting during the fiscal year ended December 31, 2025, including increased communication with the aforementioned third party.

Based on our evaluation under the framework described above, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

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D’Loren’s total career debt and equity investments in over 30 entertainment and consumer branded products companies have exceeded $1.0 billion.

In 1985, he founded and served as President and CEO of the D’Loren Organization, an investment and restructuring firm

responsible for over $2 billion of transactions.

In 1985, he founded and served as President and CEO of the D’Loren Organization, an investment and restructuring firm responsible for over $2 billion of transactions.

D’Loren has also served as an asset manager for Fosterlane Management, as well as a manager with Deloitte.

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From March 2002 to October 2013, Ms.

Weinswig was employed by Citigroup, Inc., most recently where she was Managing Director and Head of the Global Staples &

Consumer Discretionary team at Citi Research.

Weinswig was employed by Citigroup, Inc., most recently where she was Managing Director and Head of the Global Staples & Consumer Discretionary team at Citi Research.

Weinswig also serves as an e-commerce expert for the International Council of Shopping Centers’ Research Task Force and was a founding member of the Oracle Retail Industry Strategy Council.

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D’Loren’s annual base salary is $0.89 million.

The Company’s board of directors or the compensation

committee may approve increases (but not decreases) from time to time.

The Company’s board of directors or the compensation committee may approve increases (but not decreases) from time to time.

Following the initial three-year term, Mr.

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Number of Option Shares Vesting

None of these option shares had vested as of December 31, 2025, and subsequently, effective January 21, 2026, such option was cancelled through mutual agreement between the Company and Mr.

D’Loren’s employment is terminated by the Company without cause, or if Mr.

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“Change of control,” as defined in Mr.

D’Loren’s employment agreement, means a merger or consolidation to which we

are a party, a sale, lease or other transfer, exclusive license or other disposition of all or substantially all of our assets, a sale or transfer by our stockholders of voting control, in a single transaction or a series of transactions or, if during any twelve consecutive month period, the individuals who at the beginning of such period, constitute the board of directors of the Company (the “Incumbent Directors”) cease (other than due to death) to constitute a majority of the members of the board at the end of such period;

D’Loren’s employment agreement, means a merger or consolidation to which we are a party, a sale, lease or other transfer, exclusive license or other disposition of all or substantially all of our assets, a sale or transfer by our stockholders of voting control, in a single transaction or a series of transactions or, if during any

twelve consecutive month period, the individuals who at the beginning of such period, constitute the board of directors of the Company (the “Incumbent Directors”) cease (other than due to death) to constitute a majority of the members of the board at the end of such period;

provided that directors elected by or on the recommendation of a majority of the directors who so qualify as Incumbent Directors shall be deemed to be Incumbent Directors.

32 unchanged sentences

Number of Option Shares Vesting

None of these option shares had vested as of December 31, 2025, and subsequently, effective January 21, 2026, such option was cancelled through mutual agreement between the Company and Mr.

Haran’s employment is terminated by the Company without cause, or if Mr.

22 unchanged sentences

On February 28, 2019, and effective as of January 1, 2019, the Company entered into a two-year employment agreement with Seth Burroughs for him to continue to serve as the Company’s Executive Vice President – Business Development and Treasury, referred to as the Burroughs Employment Agreement.

Following the initial two-year term, the agreement has automatically renewed for successive one-year terms, and will be automatically renewed for one-year terms thereafter

unless either party gives written notice of intent to terminate at least 30 days prior to the expiration of the then current term.

Following the initial two-year term, the agreement has automatically renewed for successive one-year terms, and will be automatically renewed for one-year terms thereafter unless either party gives written notice of intent to terminate at least 30 days prior to the expiration of the then current term.

Pursuant to the Burroughs Employment Agreement, Mr.

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Number of Option Shares Vesting

None of these option shares had vested as of December 31, 2025, and subsequently, effective January 21, 2026, such option was cancelled through mutual agreement between the Company and Mr.

Burrough’s employment is terminated by the Company without cause, or if Mr.

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Section 16(a) Beneficial Ownership Reporting Compliance

To our knowledge, based solely on a review of Forms 3 and 4 and any amendments thereto furnished to our Company pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934, or representations that no Forms 5 were required, all Section 16(a) filing requirements applicable to our officers, directors, and beneficial owners of more than 10% of our equity securities were timely filed, except that (i) Robert W.

D’Loren filed a late Form 4 for a transaction on two occasions, and (ii) Seth Burroughs filed a late Form 4 for a transaction on two occasions.

To our knowledge, based solely on a review of Forms 3 and 4 and any amendments thereto furnished to our Company pursuant to Rule 16a‑3(e) under the Securities Exchange Act of 1934, or representations that no Forms 5 were required, all Section 16(a) filing requirements applicable to our officers, directors, and beneficial owners of more than 10% of our equity securities were timely filed, except that Deborah Weinswig, Robert D’Loren, and Seth Burroughs each filed a late Form on one occasion.

Code of Ethics

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It prohibits trading in certain circumstances and applies to all of our directors, officers, and employees, as well as independent contractors or consultants who have access to material nonpublic information of Xcel.

Additionally, our Trading Policy imposes special additional trading restrictions applicable

to all of our directors and executive officers.

Additionally, our Trading Policy imposes special additional trading restrictions applicable to all of our directors and executive officers.

The Trading Policy is annexed to this Annual Report as an exhibit and the full text of the Trading Policy is available on our website at www.xcelbrands.com.

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Summary Compensation Table

(1), (2), (3)

CEO and Chairman

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(1) In accordance with the July 30, 2024 amendment of the employment agreements with Robert W.

D’Loren’s and Seth Burroughs (see “Employment Agreements with Executives” in Item 10), commencing July 16, 2024, 40% of each of Mr.

D’Loren’s and Seth Burroughs (see “Employment Agreements with Executives” in Item 10), commencing July 16, 2024, and through December 31, 2025 and August 31, 2025, respectively, 40% of each of Mr.

D’Loren’s and Mr.

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Salary compensation paid to Mr.

D’Loren in stock in 2025 was $325,783, which amounted to 189,801 shares on a gross basis (101,005 shares issued on a net basis, after the exchange of shares for withholding taxes).

Salary compensation paid to Mr.

Burroughs in stock in 2024 was $62,443, which amounted to 9,213 shares on a gross basis (4,569 shares issued on a net basis, after the exchange of shares for withholding taxes).

Salary compensation paid to Mr.

Burroughs in stock in 2025 was $90,827, which amounted to 45,219 shares on a gross basis (20,993 shares on a net basis, after the exchange of shares for withholding taxes).

D’Loren’s salary amount for 2024 includes the amount of a voluntary temporary deferral of salary of $125,000, which was earned by Mr.

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D’Loren in 2025.

D’Loren’s salary amount for 2025 includes $29,617 of compensation which was accrued but not paid at December 31, 2025, and was paid in stock in 2026.

(3) Effective September 1, 2025, Mr.

Burroughs’ salary was reduced to $150,000.

(4) Bonuses include amounts paid in accordance with the executives’ respective employment agreements (see “Employment Agreements with Executives” in Item 10).

D’Loren was granted 8,750 and 25,000 shares of restricted stock on May 28, 2025 and December 3, 2025, respectively, all of which vested immediately.

Burroughs was granted 2,500 shares of restricted stock on May 28, 2025, all of which vested immediately.

(6) On May 28, 2025, the Company granted Messrs.

D’Loren and Burroughs options to purchase 8,750 and 2,500 shares of common stock, respectively.

The exercise price of the options is $2.6321 per share, and the options vested immediately upon grant.

On December 3, 2025, the Company granted options to purchase an aggregate of 340,201 shares of common stock to certain members of executive management:

250,674 to Mr.

D’Loren, 53,716 to Mr.

Haran, and 35,811 to Mr.

The exercise price of the options is $0.94 per share, and the vesting of such options is dependent upon the Company’s common stock achieving certain specified stock trading prices.

Outstanding Equity Awards as of December 31, 2025

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Seth Burroughs

(1) These options shall become exercisable based upon the Company’s common stock achieving specified target prices as outlined in the executive’s employment agreement, and expire on February 28, 2029.

See “Employment Agreements with Executives” in Item 10.

(1) These options shall become exercisable based upon the Company’s common stock achieving specified target prices.

(2) Effective January 21, 2026, these stock options were cancelled through mutual agreement between the Company and the respective executives.

None of these options had vested, and no compensation was paid to the executives in exchange for such cancellation.

Clawback Policy

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James Fielding (1) (2)

(1) On April 3, 2024, each non-employee directory was granted 1,000 shares of restricted stock pursuant to the terms and conditions of the 2021 Equity Incentive Plan.

Such shares of restricted stock will vest evenly over two years, whereby 50% shall vest on April 3, 2025 and 50% shall vest on April 3, 2026.

Notwithstanding the foregoing, each grantee may extent the vesting date of all or a portion of the restricted shares by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted shares until the next following October 3 or April 3, as the case may be.

The grant date fair value of the shares was $8.50 per share.

(2) On April 3, 2024, each non-employee director was granted options to purchase 2,500 shares of stock pursuant to the terms and conditions of the 2021 Equity Incentive Plan.

Such options will vest evenly over two years, whereby 50% shall vest on April 3, 2025 and 50% shall vest on April 3, 2026.

(1) On May 28, 2025, each non-employee director was granted options to purchase 2,500 shares of common stock, for an aggregate of 10,000 options.

The exercise price of the options is $2.6321 per share;

50% of the options vested on May 28, 2025 and the remaining 50% will vest on May 1, 2026.

Also on May 28, 2025, Mr.

DiSanto was granted additional options to purchase 6,250 shares of stock at an exercise price of $2.6321 per share, which vested immediately upon grant.

On December 3, 2025, the Company granted options to purchase an aggregate of 113,500 shares to non-employee directors.

These options were fully vested and exercisable upon issuance, and have an exercise price of $0.94 per share.

(2) On May 28, 2025, each non-employee director was granted 1,000 shares of restricted stock, of which 50% shall vest on each of April 1, 2026 and 2027.

Also on May 28, 2025, Mr.

DiSanto was granted 6,250 additional shares of restricted stock, which vested on November 1, 2025.

On December 3, 2025, the Company issued an aggregate of 39,584 shares of restricted stock to non-employee directors, which shall vest on March 31, 2026.

Also on December 3, 2025, the Company issued 20,000 shares of restricted stock to Mr.

DiSanto, which vested immediately.

2021 Equity Incentive Plan

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Officers and other employees of Xcel or any parent or subsidiary of Xcel who are at the time of the grant of an award employed by us or any parent or subsidiary of Xcel are eligible to be granted options or other awards under the 2021 Plan.

In addition, non-qualified stock options and other awards may be granted under the 2021 Plan to any person, including, but not limited to, directors, independent agents, consultants, and attorneys who the board of directors or the committee, as the case may be, believes has contributed or will contribute to our success.

In addition, non-qualified stock options and other awards may be granted under the 2021 Plan to any person, including,

but not limited to, directors, independent agents, consultants, and attorneys who the board of directors or the committee, as the case may be, believes has contributed or will contribute to our success.

Cash awards may be issued under the 2021 Plan either alone or in addition to or in tandem with other awards granted under the 2021 Plan or other payments made to a participant not under the 2021 Plan.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of May 2, 2025, the number of shares of common stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

The following table lists, as of March 3, 2026, the number of shares of common stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each named executive officer and director of the Company, and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission.

Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon

information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission.

Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose of or direct the disposition of the security.

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Unless otherwise indicated, the address for such person is c/o Xcel Brands, Inc., 550 Seventh Avenue, 11th Floor, New York, New York 10018.

The percentages below are calculated based on 2,395,242 shares of common stock issued and outstanding as of May 2, 2025:

The percentages below are calculated based on 5,913,492 shares of common stock issued and outstanding as of April 10, 2026:

Name and Address

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5% Shareholders:

Isaac Mizrahi (9)

Summit Trail Advisors (10)

UTG Capital, Inc.

Summit Trail Advisors, LLC (10)

Potomac Capital Management Inc.

* Less than 1%.

(1) Consists of (i) 235,090 shares held by Mr.

D’Loren, (ii) 60,731 shares owned by Irrevocable Trust of Rose Dempsey (or the Irrevocable Trust) of which Mr.

(1) Consists of (i) 711,282 shares of common stock held by Mr.

D’Loren, (ii) 8,750 restricted shares, (iii) 64,816 immediately exercisable options and warrants held by Mr.

D’Loren or by IPX Capital, LLC, a company controlled by Mr.

D’Loren, (iv) 60,731 shares owned by Irrevocable Trust of Rose Dempsey (or the Irrevocable Trust) of which Mr.

D’Loren and Mr.

DiSanto are the trustees and as to which Mr.

D’Loren has sole voting and dispositive power, (iii) 15,333 immediately exercisable warrants held by IPX Capital, LLC, a company controlled by Mr.

D’Loren, (iv) 172,233 shares of common stock held in the name of Isaac Mizrahi, and (v) 193,271 shares of common stock as to which holders thereof granted to Mr.

D’Loren has sole voting and dispositive power, (v) 167,233 shares held in the name of Isaac Mizrahi, and (vi) 93,271 shares as to which holders thereof granted to Mr.

D’Loren irrevocable proxy and attorney-in-fact with respect to the shares.

Certain holders or grantees have entered into agreements, pursuant to which appoint a person designated by our board of directors as their irrevocable proxy and attorney-in-fact with respect to the shares set forth in clauses (iv) and (v).

D’Loren does not have any pecuniary interest in these shares described in clauses (iv) and (v) and disclaims beneficial ownership thereof.

D’Loren does not have any pecuniary interest in these shares described in clauses (v) and (vi) and disclaims beneficial ownership thereof.

Does not include 32,667 shares held by the D’Loren Family Trust (or the Family Trust) of which Mark DiSanto is a trustee and has sole voting and dispositive power.

Does not include 250,674 options that are not yet exercisable.

(2) Consists of (i) 20,401 shares of common stock.

(2) Consists of 20,401 shares of common stock.

Does not include 53,716 options that are not yet exercisable.

(3) Consists of (i) 48,675 shares of common stock.

(3) Consists of (i) 62,814 shares of common stock, (ii) 2,500 restricted shares, and (iii) 2,500 immediately exercisable options.

Does not include 35,811 options that are not yet exercisable.

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(5) Consists of (i) 20,000 shares of common stock, (ii) 22,917 restricted shares, (iii) 32,667 shares held by the D’Loren Family Trust, of which Mark DiSanto is trustee and has sole voting and dispositive power over the shares held by the D’Loren Family Trust, (iv) 337,018 shares held by Mark X.

DiSanto Investment Trust, of which Mark DiSanto is trustee and has sole voting and dispositive power over the shares held by the Trust, (v) immediately exercisable options to purchase 12,750 shares, and (vi) 8,239 shares held by other trusts, of which Mark DiSanto is trustee and has sole voting and dispositive power over the shares held by the trusts.

DiSanto Investment Trust, of which Mark DiSanto is trustee and has sole voting and dispositive power over the shares held by the Trust, (v) immediately exercisable options and warrants to purchase 51,500 shares, and (vi) 8,239 shares held by other trusts, of which Mark DiSanto is trustee and has sole voting and dispositive power over the shares held by the trusts.

Does not include 3,750 options that are not yet exercisable.

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(9) Consists of (i) 454,545 shares of common stock and (ii) immediately exercisable options to purchase 1,107,455 shares.

The address for UTG Capital, Inc.

is 251 Little Falls Drive, Wilmington, DE 19808.

(10) Consists of 245,259 shares of common stock.

The address for Summit Trail Advisors, LLC is 2 Grand Central Tower, 140 E 45th Street, 34th Floor, New York, NY 10017.

(11) Consists of 477,950 shares of common stock.

The address for Potomac Capital Management Inc.

is 360 East 89th Street, Apt 8B, New York, NY, 10128.

Certain Relationships and Related Transactions, and Director Independence

IM Topco, LLC

The Company holds a noncontrolling interest in IM Topco, LLC (“IM Topco”), which is accounted for under the equity method of accounting.

The Company held a noncontrolling interest in IM Topco, LLC (“IM Topco”) through October 1, 2025.

Services Agreement

On May 31, 2022, the Company entered into a services agreement with IM Topco, pursuant to which the Company provides certain design and support services (including assistance with the operations of the interactive television business and related talent support) to IM Topco in exchange for payments of $300,000 per year.

In November 2023, the services agreement was amended such that the Company agreed to provide IM Topco with a $600,000 reduction of future service fees over the next eighteen months, beginning on July 1, 2023.

In April 2024, the services agreement was further amended to set the service fees at $150,000 per year beginning with the fiscal year ending December 31, 2024.

In addition, under the April 2024 amendment, IM Topco is required to prepay the service fees for the year ending December 31, 2025;

as of December 31, 2024, IM Topco has prepaid $62,500 of such service fees.

The Company recognized service fee income related to this agreement of $150,000 for each of the years ended December 31, 2024 and 2023.

The Company was party to a services agreement with IM Topco that had been originally effective May 31 2022 and subsequently amended from time to time, pursuant to which the Company agreed to provide certain design and support services (including assistance with the operations of the interactive television business and related talent support) to IM Topco in exchange for a service fee.

In April 2024, the services agreement was amended to set the service fees at $150,000 per year.

In accordance with the terms of this services agreement, the Company recognized service fee income of $112,500 and $150,000 for the years ended December 31, 2025 and 2024, respectively.

License Agreement

On May 31, 2022, the Company entered into a license agreement with IM Topco, pursuant to which IM Topco granted the Company a license to use certain Isaac Mizrahi trademarks on and in connection with the design, manufacture, distribution, sale, and promotion of women’s sportswear products in the United States and Canada during the term of the agreement, in exchange for the payment of royalties in connection therewith.

The initial term of this agreement was set to end on December 31, 2026, and provided guaranteed minimum royalties to IM Topco of $400,000 per year.

Effective December 16, 2022, the license agreement between IM Topco and Xcel was terminated in favor of a new similar license agreement between IM Topco and an unrelated third party.

However, as part of the termination of the May 31, 2022 license agreement, Xcel provided a guarantee to IM Topco for the payment of any difference between (i) the royalties received by IM Topco from the unrelated third party under the new agreement and (ii) the amount of guaranteed royalties that IM Topco would have received from Xcel under the May 31, 2022 agreement.

For the year ended December 31, 2023, the estimated amount of such shortfall was approximately $325,000, which the Company recognized as royalty expense in the consolidated statements of operations.

In November 2023, the Company, WHP, and IM Topco entered into an amendment of the May 2022 membership purchase agreement, under Xcel agreed to make additional royalty payments to IM Topco totaling $450,000 the following 11 months.

As a result of this amendment, the Company recognized a $450,000 increase to the carrying value basis of its

equity method investment in IM Topco and a corresponding increase in current liabilities.

The Company paid $75,000 of the additional royalty payments to IM Topco during the year ended December 31, 2023, and paid $237,500 during the year ended December 31, 2024.

As of December 31, 2024, the remaining payments due totaled $137,500, and are reflected with accounts payable, accrued expenses and other current liabilities in the consolidated balance sheet.

As of the date of this Annual Report on Form 10-K, this amount has not been paid to IM Topco.

Public Offering and Private Placement Transactions

In connection with the Offering of 328,427 shares of the Company’s common stock at a price to the public of $6.50 per share which was consummated on March 19, 2024 (see Note 7 of the financial statements in Item 8 for additional details), Robert W.

D’Loren, Chairman and Chief Executive Officer of the Company;

an affiliate of Mark DiSanto, a director of the Company;

and Seth Burroughs, Executive Vice President of Business Development and Treasury of the Company, purchased 14,625, 14,625, and 3,250 shares, respectively, at $6.50 per share, the same price at which the shares were sold to other purchasers in the Offering.

Also in connection with the Offering, on March 14, 2024, the Company entered into subscription agreements with each of Mr.

DiSanto, and Mr.

Burroughs to purchase 13,258, 13,258, and 2,946 shares, respectively (collectively, the “Private Placement Shares”), at a price of $9.80 per Private Placement Share.

The total number of Private Placement Shares purchased was 29,462.

Net proceeds after payment of agent fees to the Representative were approximately $0.3 million.

The purchase of the Private Placement Shares closed concurrently with the Offering.

The Company was previously party to a license agreement with IM Topco, pursuant to which IM Topco granted the Company a license to use certain Isaac Mizrahi trademarks related to women’s sportswear products in exchange for the payment of royalties to IM Topco.

This license agreement was later terminated in favor of a new similar license agreement between IM Topco and an unrelated third party;

however, as part of such termination, Xcel had provided a guarantee to IM Topco for the payment of any difference between (i) the royalties received by IM Topco under the new agreement and (ii) the amount of royalties that IM Topco would have received under the original license agreement with Xcel.

the Current Year and Prior Year, royalties received by IM Topco from the third-party agreement were expected to exceed the guaranteed royalties that IM Topco would have received under the original license agreement with Xcel, and thus no royalty expense for any shortfall was recognized for either such period.

Additionally, pursuant to the terms of a 2023 amendment to the May 2022 membership purchase agreement, Xcel had agreed to make additional royalty payments to IM Topco totaling $450,000, of which $75,000 was paid during the year ended December 31, 2023, and $237,500 was paid during the year ended December 31, 2024.

No payments of these additional royalties were made during the year ended December 31, 2025.

Effective September 26, 2025, pursuant to the terms of a settlement agreement entered into with IM Topco and WHP (see Note 3 for additional details), the Company was released from any current or future liability related to the aforementioned guarantee to IM Topco and the aforementioned additional royalty payments.

Equity Offerings

August 2025 Public Offering and Private Placement Transactions – In connection with a public offering which closed on August 4, 2025 (see Note 7 of the financial statements in Item 8 for additional details), Robert W.

D’Loren, Chairman and Chief Executive Officer of the Company, and Mark DiSanto, a director of the Company, purchased 124,200 and 91,800 shares of the Company’s common stock, respectively, at $1.10 per share, the same price at which the shares were sold to other purchasers in the public offering.

Also, in connection with this public offering, on August 1, 2025, the Company entered into subscription agreements with each of Mr.

D’Loren and Mr.

DiSanto to purchase 82,159 and 60,883 shares of the Company’s common stock, respectively, at a price of $1.38 per share;

the purchase of such shares closed concurrently with the public offering.

December 2025 Private Investment in Public Equity Transaction – In connection with a private placement transaction which closed on December 18, 2025 (see Note 7 of the financial statements in Item 8 for additional details), Mr.

D’Loren purchased 81,466 shares of the Company’s common stock and 40,733 warrants for a total purchase price of $100,000.

March 2024 Public Offering and Private Placement Transactions – In connection with a public offering which closed on March 19, 2024 (see Note 7 of the financial statements in Item 8 for additional details), Mr.

DiSanto, and Seth Burroughs, Executive Vice President of Business Development and Treasury of the Company, purchased 14,625, 14,625, and 3,250 shares of the Company’s common stock, respectively, at $6.50 per share, the same price at which the shares were sold to other purchasers in the public offering.

Also, in connection with this public offering, on March 14, 2024, the Company entered into subscription agreements with each of Messrs.

D’Loren, DiSanto, and Burroughs to purchase 13,258, 13,258, and 2,946 shares, respectively, at a price of $9.80 per share, the purchase of which closed concurrently with the public offering.

Debt Refinancing

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Additionally, IPX purchased a 12.5% undivided, last-out, subordinated participation interest in a portion of the new term loan debt for a purchase price of $500,000, and received a pro rata share of warrants received by the Term B Lenders to purchase shares of the Company’s common stock.

On April 21, 2025 and in connection with the refinancing of the Company’s term loan debt, IPX’s participation in Term Loan B was repaid and IPX purchased a $500,000 undivided, last-out, subordinated participation interest in Term Loan A.

On April 21, 2025 and in connection with the refinancing of the Company’s term loan debt (see Note 6 of the financial statements in Item 8 for additional details), IPX’s participation in Term Loan B was repaid and IPX purchased a $500,000 undivided, last-out, subordinated participation interest in Term Loan A.

Support Agreement

On April 21, 2025, each of Robert D’Loren, Chairman of the Board and Chief Executive Officer of the Company, Seth Burroughs, Executive Vice President of the Company, and Mark D.

Santo, a director of the Company, entered into a Support Agreement whereby each individual agreed to vote in favor of any proposal to approve the issuance of the shares of common stock issuable upon exercise of the warrants issued to UTG and other lenders and warrants amended in connection with the April 21, 2025 debt refinancing transaction, in accordance with applicable Nasdaq rules.

Santo, a director of the Company, entered into a

Support Agreement whereby each individual agreed to vote in favor of any proposal to approve the issuance of the shares of common stock issuable upon exercise of the warrants issued to UTG and other lenders and warrants amended in connection with the April 21, 2025 debt refinancing transaction, in accordance with applicable Nasdaq rules.

Board Nominee Agreement

2 unchanged sentences

provided, however, that if prior to the earlier of such dates, UTG and/or its affiliates exercise certain warrants issued to UTG for at least 300,000 shares of common stock, the Nomination Period shall continue for so long as UTG and/or its affiliate continue to hold 300,000 shares of common stock issued upon exercise of such warrants.

In October 2024, in connection with a required increase to a standby letter of credit associated with the Company’s real estate lease for offices located at 1333 Broadway, Mr.

D’Loren provided a personal guarantee to the financial institution providing such letter of credit, in order to satisfy a portion of the associated collateral requirements for the letter of credit.

On December 4, 2023, the Company acquired a noncontrolling equity ownership interest in ORME, a short-form video and social commerce marketplace, for a purchase price of $150,000.

ORME licenses the technology utilized by its marketplace from KonnectBio Inc., in which Robert W.

D’Loren, the Company’s Chairman of the Board, Chief Executive Officer, and President, owns an approximate 20% noncontrolling interest.

Since October 2024, in connection with a required increase to a standby letter of credit associated with the Company’s real estate lease for offices located at 1333 Broadway, Mr.

D’Loren has provided a personal guarantee to the financial institution providing such letter of credit, in order to satisfy a portion of the associated collateral requirements for the letter of credit.

Principal Accountant Fees and Services

The aggregate fees billed or to be billed for professional services rendered by our Independent Registered Public Accounting Firm, Marcum LLP, for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly reports, and other fees that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the years ended December 31, 2024 and 2023 were approximately $418,000 and $453,000, respectively.

The aggregate fees billed or to be billed for professional services rendered by our prior Independent Registered Public Accounting Firms, Marcum LLP (prior to May 27,2025) and CBIZ CPAs P.C.

(for the period from May 27, 2025 through September 16, 2025), for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly reports for 2024 and the first two fiscal quarters of 2025, and other fees that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the six months ended June 30, 2025 and the year ended December 31, 2024 were approximately $343,000 and $418,000, respectively.

The aggregate fees billed or to be billed for professional services rendered by our current Independent Registered Public Accounting Firm, Wolf & Company, PC, for the audit of our annual consolidated financial statements, review of our consolidated financial statements included in our quarterly report for the third fiscal quarter of 2025, and other fees that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for the year ended December 31, 2025 were approximately $284,000.

Audit-Related Fees

For the fiscal year ended December 31, 2024, fees billed by our Independent Registered Public Accounting Firm for audit-related services consisted of $113,000 for the audit of IM Topco, LLC, and $77,000 for consent and comfort letter procedures related to our Form S-3 and 424(b)(5) filings related to our March 2024 public offering and private placement transactions.

There were no fees billed by our Independent Registered Public Accounting Firm for audit-related services for the fiscal year ended December 31, 2023.

For the fiscal year ended December 31, 2025, fees billed by our Independent Registered Public Accounting Firms for audit-related services consisted of $150,000 for the audit of IM Topco, LLC, and approximately $157,000 for consent and comfort letter procedures related to registration filings associated with our equity offerings.

For the fiscal year ended December 31, 2024, fees billed by our Independent Registered Public Accounting Firm for audit-related services consisted of $113,000 for the audit of IM Topco, LLC, and $77,000 for consent and comfort letter procedures related to registration filings associated with our equity offerings.

There were no fees billed for professional services rendered by our Independent Registered Public Accounting Firm for tax compliance, tax advice, and tax planning for the fiscal years ended December 31, 2025 and 2024.

12 unchanged sentences

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)

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)

Third Restated and Amended Bylaws of Xcel Brands, Inc.

Third Amended and Restated Equity Incentive Plan and Forms of Award Agreements (9)

2021 Equity Incentive Plan (11)

Description of Registrant’s Securities (10)

Warrant issued to G-III Apparel Group (15)

Form of Representative’s Warrant issued on March 19, 2024 (14)

Form of Common Stock Warrant issued on December 31, 2024 (3)

Form of UTG Warrant (20)

Form of Restore Warrant (20)

Form of Restore Warrant Amendment (20)

Form of FEAC Warrant Amendment (20)

(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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

Amended and Restated Voting Agreement between Xcel Brands, Inc.

and IM Ready-Made, LLC, dated as of December 24, 2013 (2)

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)

Voting Agreement between Xcel Brands, Inc.

and Judith Ripka Berk, dated as of April 3, 2014 (4)

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)

Voting Agreement dated as of December 22, 2014 by and between Xcel Brands, Inc.

and H Company IP, LLC (5)

Form of Voting Agreement dated as of February 11, 2019 (1)

Employment Agreement between the Company and Robert D’Loren dated February 27, 2019 (10)

Employment Agreement between the Company and James Haran dated February 27, 2019 (10)

Employment Agreement between the Company and Seth Burroughs dated February 27, 2019 (12)

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)

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)

Sublease Agreement, dated as of July 8, 2015, by and between Xcel Brands, Inc.

and GBG USA Inc.

Membership Interest Purchase Agreement (13)

Second Amendment to Membership Interest Purchase Agreement (15)

Third Amendment to Membership Interest Purchase Agreement (15)

Loan and Security Agreement dated as of December 12, 2024 (3)

Membership Pledge Agreement dated as of December 12, 2024 (3)

Asset Purchase Agreement dated June 21, 2024 (16)

Amendment to Employment Agreement between the Company and Robert D’Loren (17)

Amendment to Employment Agreement between the Company and Seth Burroughs (17)

(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)

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)

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)

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)

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)

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)

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)

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)

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)

Subscription Agreement, dated as of March 15, 2024, by and between Mark X.

DiSanto Investment Trust and Xcel Brands, Inc.

Second Amendment to Loan and Security Agreement, dated as of April 21, 2025, by and among Xcel Brands, Inc., each subsidiary party thereto as guarantors, the financial institutions party thereto as lenders and FEAC Agent, LLC as administrative agent and collateral agent (20)

Board Nominee Agreement by and between the Company and UTG dated April 21, 2025 (20)

Support Agreement dated April 21, 2025 (20)

Membership Interest Transfer Agreement effective as of April 15, 2025 (20)

Subsidiaries of the Registrant (21)

(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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

Independent Registered Public Accounting Firm’s Consent

Rule 13a-14(a)/15d-14(a) Certification (CEO)

2 unchanged sentences

Section 1350 Certification (CFO)

Clawback Policy (15)

IM Topco, LLC Financial Statements as of December 31, 2023 and 2022, and for the Year Ended December 31, 2023 and Period from May 11, 2022 (inception) through December 31, 2022 and Independent Auditor’s Report (19)

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)

Inline XBRL Instance Document

5 unchanged sentences

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(1) This Exhibit is 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.

(2) This Exhibit is 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.

(3) This Exhibit is 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) This Exhibit is 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.

(5) This Exhibit is 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.

(6) This Exhibit is 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.

(7) This Exhibit is 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.

(8) This Exhibit is 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.

(9) This Exhibit is 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.

(10) This Exhibit is 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.

(11) This Exhibit is 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.

(12) This Exhibit is 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.

(13) This Exhibit is 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.

(14) This Exhibit is 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.

(15) This Exhibit is incorporated by reference to the appropriate Exhibit to the Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 19, 2024.

(16) This Exhibit is 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.

(17) This Exhibit is 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.

(18) This Exhibit is 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.

(19) This Exhibit is incorporated by referenced to the appropriate Exhibit to the Annual Report on Form 10-K/A for the year ended December 31, 2023, which was filed with the SEC on November 29, 2024.

(20) This Exhibit is 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.

* Filed herewith.

Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

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.

April 14, 2026

/s/ Robert W.

5 unchanged sentences

Chief Executive Officer and Chairman

April 14, 2026

(Principal Executive Officer)

Chief Financial Officer

April 14, 2026

(Principal Financial Officer and

1 unchanged sentence

/s/ Mark DiSanto

April 14, 2026

/s/ James Fielding

April 14, 2026

James Fielding

/s/ Howard Liebman

April 14, 2026

Howard Liebman

/s/ Deborah Weinswig

April 14, 2026

Deborah Weinswig

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures