Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons acquired the Common Stock for investment purposes and intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer's financial position, results of operations, strategic direction, price levels of the Securities, conditions in the securities markets, general economic and industry conditions, and other investment opportunities, the Reporting Persons may, from time to time and at any time in the future, take such actions with respect to their investment in the Issuer as they deem appropriate. These actions may include, without limitation: (i) engaging in communications with management and the Board of Directors of the Issuer regarding the Issuer's operations, strategic plans, capital allocation, corporate governance, board composition, management, and other matters concerning the Issuer's business; (ii) engaging in communications with other shareholders of the Issuer; (iii) purchasing additional Securities or selling some or all of their Securities; (iv) engaging with third parties, industry experts, investment professionals, and other relevant specialists regarding the Issuer; (v) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D; or (vi) formulating plans or proposals with respect to any of the foregoing. The Reporting Persons may, without limitation, seek additional representation on the Issuer's Board of Directors, propose changes to the Issuer's capitalization, corporate structure, dividend policy, business operations, governance structure, or consider extraordinary corporate transactions involving the Issuer, including but not limited to mergers, reorganizations, asset sales, or other business combinations. The Reporting Persons have no plans or proposals at this time which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate such plans or proposals, and to take any and all actions that the Reporting Persons may deem appropriate to maximize the value of their investment in the Issuer, which may include any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. On May 19, 2025, the Issuer announced that it has appointed Clint Coghill to its Board of Directors ("the "Board") as Lead Independent Director, effective as of May 16, 2025. In connection with Mr. Coghill's appointment, the Issuer entered into a cooperation agreement with the Reporting Persons pursuant to which the Reporting Persons agreed to abide by certain customary standstill, voting and other provisions. Mr. Coghill will serve as a member of the Board's Compensation Committee and be included in the Board's slate of nominees up for election at the Company's upcoming 2025 Annual Meeting of Stockholders. The foregoing description of the cooperation agreement does not purport to be complete and is qualified in its entirety by the full text of the cooperation agreement, which is attached hereto as Exhibit A.