Tecnoglass Holdings Inc 10-K for FY2025

Tecnoglass Holdings Inc. (TGLS)

10-K 2026-03-02 For: 2025-12-31

Added on April 09, 2026

About this 10-K

Tecnoglass Holdings Inc filed this 10-K on March 2, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $983.61M; up 10.5% from $890.18M a year earlier
Net income: $159.57M; down 1.1% from net income of $161.31M a year earlier
Diluted EPS: $3.42; down 0.3% from $3.43 a year earlier

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		TGLS		The New York Stock Exchange

Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
(Do not check if a smaller reporting company)		Emerging growth company ☐

PART I
Item 1.	Business.	5
Item 1A.	Risk Factors.	17
Item 1B.	Unresolved Staff Comments.	35
Item 1C.	Cybersecurity	35
Item 2.	Properties.	36
Item 3.	Legal Proceedings.	36
Item 4.	Mine Safety Disclosures.	36

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	37
Item 6.	[RESERVED].	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	45
Item 8.	Financial Statements and Supplementary Data.	46
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.	47
Item 9A.	Controls and Procedures.	47
Item 9B.	Other Information.	47
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	47

PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	48
Item 11.	Executive Compensation.	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	55
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	57
Item 14.	Principal Accountant Fees and Services.	59

PART IV
Item 15.	Exhibits and Financial Statement Schedules.	60
Item 16.	Form 10-K Summary.	60

	●	We operate in competitive markets, and our business could suffer if we are unable to adequately address potential downward pricing pressures and other factors that may reduce operating margins.
	●	Failure to maintain the performance, reliability and quality standards required by our customers could have a materially negative impact on our financial condition and results of operation.
	●	The volatility of the cost of raw materials used to produce our products could materially adversely affect our results of operations in the future.
	●	We rely on third-party suppliers for raw materials and third-party transportation, each of which subjects us to risks and costs that we cannot control, and which risks and costs may materially adversely affect our operations.
	●	We may not realize the anticipated benefit through our joint venture with Saint-Gobain and the planned construction of a new plant as part of the joint venture may not be completed as planned.
	●	Our success depends upon our ability to develop new products and services, integrate acquired products and services and enhance existing products and services through product development initiatives and technological advances; any failure to make such improvements could harm our future business and prospects.
	●	The home building industry and the home repair and remodeling sector are regulated and any increased regulatory restrictions or changes in building codes could negatively affect our sales and results of operations.
	●	Changes in building codes could lower the demand for our impact-resistant windows and doors.
	●	Equipment failures, delays in deliveries and catastrophic loss at our manufacturing facility could lead to production curtailments or shutdowns that prevent us from producing our products.
	●	Our reliance on a single facility subjects us to concentrated risks.
	●	Customer concentration and related credit, commercial and legal risk may adversely impact our future earnings and cash flows.
	●	If new construction levels and repair and remodeling markets decline, such market pressures could negatively affect our results of operations.
	●	Our business involves complex manufacturing processes that may cause personal injury or property damage, subjecting us to liabilities, possible losses, and other disruptions of our operations in the future, which may not be covered by insurance.
	●	The nature of our business exposes each of our subsidiaries to product liability and warranty claims that, if adversely determined, could negatively affect our financial condition and results of operations and the confidence of customers in our products.
	●	We are subject to potential exposure to environmental liabilities and are subject to environmental regulation and any such liabilities or regulation may negatively affect our costs and results of operations in the future.
	●	Weather can materially affect our business and we are subject to seasonality.
	●	Our results of operations could be significantly affected by foreign currency fluctuations and currency regulations.
	●	We are dependent on certain key personnel, the loss of whom could materially affect our financial performance and prospects in the future.
	●	Certain of our officers and directors have been involved in litigation, investigations or other proceedings and may be so again in the future, the defense or prosecution of such matters could be time-consuming and could divert our management’s attention and may have an adverse effect on us.

	●	We have entered from time to time into significant transactions with affiliates or other related parties, which may result in conflicts of interest.
	●	The interests of our controlling shareholders could differ from the interests of our other shareholders.
	●	We conduct all of our operations through our subsidiaries and will rely on payments from our subsidiaries to meet all of our obligations and may fail to meet our obligations if our subsidiaries are unable to make payments to us.
	●	Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

	●	Our operations are located in Colombia, which may make it more difficult for U.S. investors to understand and predict how changing market and economic conditions will affect our financial results. It also may be difficult or impossible to enforce judgments of courts of the United States and other jurisdictions against our Colombian subsidiaries or any of their directors, officers and controlling persons.
	●	Economic and political conditions in Colombia may have an adverse effect on our financial condition and results of operations.
	●	The Colombian Government and the Central Bank exercise significant influence on the Colombian economy.
	●	Factors such as Colombia’s growing public debt and fluctuating exchange rates could adversely affect the Colombian economy.
	●	Economic instability in Colombia could negatively affect our ability to sell our products.
	●	Government policies and actions and judicial decisions in Colombia could significantly affect our results of operations and financial condition in the future.
	●	Our business could be negatively impacted by tariffs imposed by the U.S. government and trade tensions between the U.S. and Colombia.
	●	We are dependent on sales to customers outside Colombia and any failure to make these sales may adversely affect our operating results in the future.
	●	We are subject to trade investigations conducted by U.S. authorities over Colombian products that may result in additional duties for our products.

	●	Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
	●	If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could adversely affect our business.
	●	Anti-takeover provisions in our organizational documents and Cayman Islands law may discourage or prevent a change of control, even if an acquisition would be beneficial to our shareholders, which could depress the price of our ordinary shares and prevent attempts by our shareholders to replace or remove our current management.
	●	We are a “controlled company,” controlled by Energy Holding Corp., whose interest in our business may be different from ours or yours.
	●	We cannot assure you that we will continue to pay dividends on our ordinary shares, and our indebtedness, future investments or cashflow generation could limit our ability to continue to pay dividends on our ordinary shares.
	●	If a United States person is treated as owning at least 10% of the value or voting power of our shares, such holder may be subject to adverse U.S. federal income tax consequences.

	●	references to the “Company”, “Tecnoglass”, the “group” and to “we”, “us” or “our” are to Tecnoglass Inc., a Cayman Islands exempted company, and its subsidiaries;
	●	references to “TG” are to Tecnoglass S.A.S;
	●	references to “ES” are to C.I. Energía Solar S.A.S E.S. Windows;
	●	references to “ESW” are to ES Windows LLC, our indirect wholly-owned subsidiary, based in Florida;
	●	References to “VS” are to Ventanas Solar S.A.;
	●	references to “ES Metals” are to ES Metals S.A.S.; and
	●	references to “GM&P” are to GM&P Consulting and Glazing Contractors Inc.

	●	Automation of window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site damage by 30%;

	●	Additional aluminum expansion project to increase capacity by approximately 400 tons/month;

	●	Further automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage by approximately 40%;

	●	Automation of three centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials; plus one additional warehouse under construction;

	●	Acquiring 2.1 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available to factory employees;

	●	Establishing new vinyl window assembly lines with annualized capacity of approximately $300 million; and

	●	Completed expansion of our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made facades.

	●	Low-e Glass – low emissivity glass manufactured by depositing metal particles on the surface of the glass inside a vacuum chamber. This product offers excellent thermal insulation designed to improve energy efficiency of buildings.

	●	Laminated/Thermo-Laminated Glass - produced by bonding two glass sheets with an intermediate film in-between. As a safety feature, this product fractures into small pieces if it breaks.

	●	Thermo-Acoustic Glass - manufactured with two or more glass sheets separated by an aluminum or micro-perforated steel profile. This product has a double-seal system that ensures the unit’s tightness, buffering noise and improving thermal control. This product serves as an excellent noise barrier, which is used especially in zones close to airports, traffic or wherever there are unpleasant sounds.

	●	Tempered Glass - glass subject to a tempering process through elevated temperatures resulting in greater superficial elasticity and resistance than conventional glass.

	●	Silk-Screened Glass - special paint is applied to glass using automatic machinery and numerical control, which ensures paint homogeneity and an excellent finish.

	●	Curved Glass - produced by bending a flat glass sheet over a mold, using an automated heat process, which maintains the glass’ physical properties.

	●	Digital Print Glass - digital printing allows any kind of appearance required by the client, offering versatility to projects.

	●	Aluminum products - sold through our Alutions brand, includes bars, plates, profiles, rods and tubes used primarily in the manufacture of architectural glass settings including windows, doors, spatial separators and similar products.

	●	Curtain Wall / Floating facades - a non-structural window screen suspended outside a building and are available in many technical specifications for high performance required in high-rise buildings, resistant to strong winds and ensuring high quality standards.

	●	Stick facade systems – glass and aluminum facade elements are fixed to the structure of the building and the glass and spandrel are inserted in the grid on site available in many combinations to define colors, thickness, glass types and finishes, and types of ventilation and design complements.

	●	Windows and Doors - line of window and door products defined by the different types of glass finish, such as normal, impact resistant, hurricane-proof, safety, soundproof and thermal. Additionally, they are available in numerous structures made of aluminum and vinyl, including fixed body, sliding windows, casement windows, hung windows, sliding doors and swinging doors.

	●	Interior dividers and Commercial display windows - commercial and interior display windows with a broad range of profiles, colors and crystal finishes, as well as bathroom stall dividers, office cubicle separators and closets. Products combine functionality, aesthetics and elegance and are available in a broad range of structures and materials.

	●	Hurricane-proof windows - combine heavy-duty aluminum or vinyl frames with special laminated glass to provide protection from hurricane-force winds up to 180 mph and wind-borne debris by maintaining their structural integrity and preventing penetration by impacting objects.

	●	StormArmour – attachments for sliding doors that minimize water intrusion during severe weather events such as hurricanes, torrential rains, and winds.

	●	Other – awnings, structures, automatic doors and other components of architectural systems.

	●	ISO 9001:2015 Certificate of Quality Assurance
	●	ISO 14001:2015 Certificate of Environmental Management
	●	ISO 45001:2018. Occupational Health and Safety management System
	●	Exporter Authorized Economic Operator (AEO).
	●	NTC 1578:2011: Product seal for safety glass used in construction, approved by ICONTEC.
	●	NTC 2409:1994: Product seal for extruded aluminum alloy profiles, approved by ICONTEC.
	●	ANSI Z97.1-2015, CPSC 16 CFR 1201, CAN/CGSB 12.1-2017: Laminated and tempered safety glass, approved by Safety Glazing Certification Council “SGCC”.
	●	ASTM E2190: Insulating glass meeting all guidelines and requirements for IGCC® / IGMA® certification approved by the Insulating Glass Certification Council and the Insulating Glass Manufactures Alliance “IGCC”.
	●	Vitro Certified International Manufacturer Trademark license granted by Vitro for pre-selected projects and to produce certain MSVD coated products at the Solartec plant.
	●	Good handling of SentryGlas, Butacite and Trosifol products awarded by Kuraray for compliance with all requirements.
	●	Certified Authorization for Saflex™ Interlayer Lamination in Compliance with Dade County Requirements
	●	Member of ACOLVISE (Colombia Association of Safety Glass Transformers)

	●	We may become liable for certain liabilities of any acquired business, whether or not known to us. These risks could include, among others, tax liabilities, product liabilities, asbestos liabilities, environmental liabilities, pension liabilities and liabilities for employment practices and they could be significant.

	●	Substantial attention from our senior management and the management of the acquired business may be required, which could decrease the time that they have to service and attract customers.

	●	The complete integration of acquired companies depends, to a certain extent, on the full implementation of our financial systems and policies.

	●	We may actively pursue a number of opportunities simultaneously and we may encounter unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight.

	●	transfer funds from or convert currencies in certain countries;

	●	repatriate foreign currency received in excess of local currency requirements; and

	●	repatriate funds held by foreign subsidiaries to the United States at favorable tax rates.

	●	controls on capital flows; or

	●	international investments and exchange regime.

	●	make it more difficult for us to satisfy our obligations with respect to the notes of our other debt;

	●	increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;

	●	require us to dedicate a portion of our cash flow from operations to debt service, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

	●	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

	●	place us at a competitive disadvantage compared to our competitors that are not as highly leveraged;

	●	limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds; and

	●	result in an event of default if we fail to satisfy our obligations under the notes or our other debt or fail to comply with the financial and other restrictive covenants contained in the indenture or our other debt instruments, which event of default could result in all of our debt becoming immediately due and payable and could permit certain of our lenders to foreclose on our assets securing such debt.

Periods	Total Number of Shares Purchased		Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
October 2025
Open market and privately negotiated purchases		100	$	78.13	$	-		-
November 2025
Open market and privately negotiated purchases		1,296,300	$	46.68	$	60,492,108		-
December 2025
Open market and privately negotiated purchases		535,520		50.57		27,076,461		-

Total		1,831,920	$	47.82	$	87,568,569	$	9,008,984

	●	Further automation of window assembly production lines, increasing efficiencies, labor and material waste costs with an estimated reduction of on-site damage by 30%;

	●	Additional aluminum expansion project to increase capacity by approximately 400 tons/month;

	●	Further automation of additional glass lines, increasing efficiencies on an end-to-end basis reducing lead times, headcount and on-site damage by approximately 40%;

	●	Automation of three centralized aluminum warehouses for storing, sorting and delivering extrusion matrices and aluminum profiles to our internal production processes that reduce lead times for the assembly of architectural systems and reduce on-site damage to materials; one additional warehouse under construction in 2026

	●	Acquiring 2.1 million square feet of land adjacent to our existing facilities for future expansion and for our sport facility complex available to factory employees;

	●	Completed expansion of our architectural metal facade plant, which specializes in engineering, designing, and manufacturing tailor-made facades.

	Twelve months ended December 31,
	2025			2024			2023
Operating revenues	$	983,610		$	890,181		$	833,265
Cost of sales		562,200			510,209			442,331
Gross profit		421,410			379,972			390,934
Operating expenses		(196,310	)		(152,971	)		(131,172	)
Other operating income		5,641			-			-
Operating income		230,741			227,001			259,762
Non-operating income and expenses, net		3,127			5,858			5,131
Foreign currency transactions (loss)/gains		3,756			(5,665	)		686
Loss on debt extinguishment		(1,380	)		-			-
Interest income (expense), net and deferred cost of financing		(3,445	)		(7,433	)		(9 ,178)
Income tax provision		(75,726	)		(63,849	)		(77,904	)
Equity method income		2,493			5,397			5,013
Net income		159,566			161,309			183,510
Income attributable to non-controlling interest		-			-			(628	)
Income attributable to parent	$	159,566		$	161,309		$	182,882

Name	Age	Position
José M. Daes	66	Chief Executive Officer and Director
Christian T. Daes	62	Chief Operating Officer and Director
Santiago Giraldo	50	Chief Financial Officer
Luis Fernando Castro Vergara	59	Director
Anne Louise Carricarte	59	Director
Julio A. Torres	59	Director
Carlos Alfredo Cure Cure	82	Director
Jon Paul Perez	41	Director

	●	is sufficient to attract and retain executives of outstanding ability and potential;
	●	is tailored to the unique characteristics and needs of our company;
	●	considers individual value and contribution to our success;
	●	is designed to motivate our executive officers to achieve our annual and long-term goals by rewarding performance based on the attainment of those goals;
	●	is designed to appropriately take into account risk and reward in the context of our business environment;
	●	reflects an appropriate relationship between executive compensation and the creation of shareholder value; and
	●	is sensitive to market benchmarks.

Name and principal position	Year	Salary		Bonus		Other		Total (1)
Jose M. Daes (2)	2025	$	3,822,080	$	1,248,832	$	-	$	5,070,912
Chief Executive Officer	2024	$	3,292,800	$	1,152,480	$	-	$	4,445,280
	2023	$	2,940,000	$	1,029,000	$	-	$	3,969,000
Christian T. Daes (3)	2025	$	3,822,080	$	1,248,832	$	-	$	5,070,912
Chief Operating Officer	2024	$	3,292,800	$	1,152,480	$	-	$	4,445,280
	2023	$	2,940,000	$	1,029,000	$	-	$	3,969,000
Santiago Giraldo	2025	$	731,808	$	292,723	$	-	$	1,024,531
Chief Financial Officer	2024	$	665,280	$	232,848	$	-	$	898,128
	2023	$	594,000	$	207,900	$	-	$	801,900
Carlos Amin	2025	$	293,750	$	-	$	1,114,583	$	1,408,333
Vicepresident of Sales	2024	$	225,000	$	-	$	1,426,545	$	1,651,545
	2023	$	225,000	$	-	$	1,416,989	$	1,641,989
Samir Amin	2025	$	293,750	$	-	$	1,112,068	$	1,405,818
Vicepresident of Operations and	2024	$	225,000	$	-	$	1,426,545	$	1,651,545
Logistics	2024	$	225,000	$	-	$	1,426,545	$	1,651,545

(1)	During the period covered by the table, we did not issue any stock awards, option awards, non-equity incentive plan compensation, or other compensation, nor did any of the named executive officers experience any change in pension value and nonqualified deferred compensation earnings.

(2)	Mr. Daes also serves as chief executive officer of ES.

(3)	Mr. Daes also serves as chief executive officer of TG.

					Average Summary		Average		Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO ($)(1)		Compensation Actually Paid to PEO ($)(1)		Compensation Table Total for Non-PEO NEOs ($) (2)		Compensation Actually Paid to Non-PEO NEOs ($)(2)*		On Total Shareholder Return ($)		Peer Group Total Shareholder Return		Net Income ($)		Operating Income
2025		5,070,912		5,070,912		3,030,844		3,030,844		167.61		170.69		159,566,000		231,617,000
2024		4,445,280		4,445,280		2,671,704		2,671,704		262.18		173.24		161,309,000		227,001,000
2023		3,969,000		3,969,000		2,385,450		2,385,450		149.91		158.59		183,000,000		259,804,000

	●	the median of the annual total compensation of all employees of the Company (other than the Chief Executive Officer) was $5,687; and
	●	the annual total compensation of the Company’s Chief Executive Officer, Jose M. Daes, was $5,070,912.

	●	As of December 31, 2025, the employee population consisted of approximately 9,601 individuals, including full time, part time, temporary, and seasonal employees employed on that date. This date was selected because it aligned with calendar year end and allowed identification of employees in a reasonably efficient manner.
	●	For purposes of identifying the median employee from our employee population base, wages from our internal payroll records for the twelve-month period ended December 31, 2025, were used. These wages were consistent with amounts reported to taxation authorities for fiscal 2024. Consistent with the calculation of the Chief Executive Officer’s annual compensation, other elements of employee compensation were considered and added, if applicable when calculating the annual total compensation for all employees.
	●	In addition, the compensation of approximately 1,511 full time employees who were hired during 2024 and employed on December 31, 2025, was annualized. We had no part time employees.
	●	The median employee was identified using this compensation measure and methodology, which was consistently applied to all employees. The amounts reported in the 2025 Summary Compensation Table for named executive officers was used for the total annual compensation of the Chief Executive Officer. The salary amount reported in this table was annualized to reflect a full year’s compensation for the purpose of calculating the pay ratio disclosure.

Name	Fees earned or paid in cash		Stock Awards		Total
Carlos Cure	$	163,660		-	$	163,660
Luis Fernando Castro Vergara	$	144,966		-	$	144,966
Julio A. Torres	$	128,750		-	$	128,750
Jon Paul Perez	$	112,588		-	$	112,588
Anne Louise Carricarte	$	144,966		-	$	144,966

	Compensation Committee
	Julio Torres, Chairperson
	Luis Fernando Castro Vergara
	Ann Louise Carricarte

	●	each person or group who beneficially owns more than 5% of our ordinary shares;

	●	each of our executive officers and directors; and

	●	all of our directors and executive officers as a group.

	Amount and			Approximate
	Nature			Percentage of
	of Beneficial			Beneficial
Name and Address of Beneficial Owner⁽¹⁾	Ownership			Ownership

Directors and Named Executive Officers

Jose M. Daes		-	(2)		-
Chief Executive Officer and Director
Christian T. Daes		-	(2)		-
Chief Operating Officer and Director
Carlos Cure Cure		-			-
Director
Luis F. Castro Vergara		-			-
Director
Jon Paul Perez		-	(3)		-
Director
Julio A. Torres		-			-
Director
Anne Louise Carricarte		-			-
Director
Santiago Giraldo		563			*
Chief Financial Officer
All directors and executive officers as a group (8 persons)		563			*
Five Percent Holders:
Energy Holding Corporation		19,739,485	(4)		44.1	%

FMR LLC		6,853,237	(5)		15.3	%

(1)	Unless otherwise indicated, the business address of each of the individuals is Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores, Barranquilla, Colombia.

(2)	Does not include shares held by Energy Holding Corporation, in which this person has an indirect ownership interest.

(3)	Joaquin Fernandez and Alberto Velilla Becerra are the directors of Energy Holding Corporation and may be deemed to share voting and dispositive power over such shares.

(4)	Represents shares held by FMR LLC, certain of its subsidiaries and affiliates including FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, Fidelity Management Trust Company and Strategic Advisers LLC. Abigail P. Johnson is a director, the chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The business address of FMR is 245 Summer Street, Boston, MA 02210. Information derived from a Schedule 13G/A filed on November 4, 2025.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders		—		—		1,593,917	(1)
Equity compensation plans not approved by security holders		—		—		—
Total		—		—		1,593,917

	Year Ended December 31,
	2025		2024
Audit Fees⁽¹⁾	$	947,664	$	910,942
Audit-Related Fees⁽²⁾		-		47,500
All Other Fees⁽³⁾		1,245		1,245
Total Fees	$	948,909	$	959,687

(1)	Audit fees consist of fees paid for professional services by PwC for audit and quarterly review of the Company’s consolidated financial statements during the years ended December 31, 2025, and 2024, and related services normally provided in connection with statutory and regulatory filings or engagements.

(2)	Audit-related fees represent the aggregate fees billed for assurance and related professional services rendered by PwC that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees”.

(3)	Other fees represent fees billed for professional services rendered by PwC in connection with subscription to information services and training. The Company was not billed for any fees billed in either of the last two fiscal years for professional services rendered by PwC for tax compliance, tax advice, and tax planning. Such “Tax Fees” would have been reported in the table above if any.