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Item 14. Principal Accountant Fees and Services

2K characters. Original on sec.gov ·

Item 14. Principal Accountant Fees and Services

Fees to Independent Auditor

Under the terms of its Charter, the Audit Committee has the responsibility to approve the fees paid to the independent auditors. For the years ended December 31, 2024, and December 31, 2025, the following fees were paid to KPMG:

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​​ ​ ​2025​ ​ ​2024
Audit fees1​$3,900,000​$4,450,000​
Audit-related fees​$600,0002$113,0003​
Tax fees​—​—​
All other fees​—​—​
Total​$4,500,000​$4,563,000​

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1 Audit fees consisted of fees for the annual audit of the Company’s financial statements (including the effective operation of internal controls over financial reporting), the review of quarterly reports on Form 10-Q, and certain services that generally only our independent auditor can provide (e.g., comfort letters and consents).
2 Audit-related fees consisted principally of fees for the real-time system assessment of the upgrade of the Company’s enterprise resource planning software system.
3 Audit-related fees consisted principally of fees for audits of financial statements of certain of the Company’s affiliates and subsidiaries.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by KPMG and the estimated fees related to these services. During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the auditors. The services and fees must be deemed compatible with the maintenance of the auditors’ independence, including compliance with SEC rules and regulations.

All of the 2025 and 2024 audit and non-audit services provided by KPMG were approved by the Audit Committee. The non-audit services that were approved by the Audit Committee were also reviewed to ensure compatibility with maintaining the auditors’ independence, and the Audit Committee determined the auditors’ independence was not impaired.

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PART IV

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