Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On March 3, 2025, Mr. Kanen, KWM and Philotimo (collectively with their respective affiliates, the "Kanen Group") entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer regarding certain corporate governance matters. Pursuant to the terms of the Cooperation Agreement, during the Standstill Period (as defined below), the Issuer agreed to provide the Kanen Group with certain access rights, including, among other things, that, upon written request by the Kanen Group, either the Chairman of the Board or another non-executive director designee of the Board, selected by the Board in its sole discretion, shall meet with a representative from KWM to conduct quarterly meetings solely with respect to publicly available information, so long as the Kanen Group's beneficial ownership of the Shares meets or exceeds 3.5% of the Issuer's then issued and outstanding Shares. Pursuant to the Agreement, Philotimo has withdrawn its notice submitted pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in which Philotimo provided notice to the Issuer of its intent to solicit proxies for four director candidates at the Issuer's 2025 annual general meeting of shareholders (the "2025 Annual Meeting"), and the Kanen Group shall cease any and all solicitation and other activities in connection with the 2025 Annual Meeting. During the Standstill Period, the Kanen Group shall vote all of the Shares and any other securities of the Issuer entitled to vote in the election of directors (as set forth in the Cooperation Agreement), beneficially owned by it, and/or over which the Kanen Group has control or direction, at each annual general or special meeting of the Issuer's shareholders in accordance with the Board's recommendations, subject to certain exceptions as set forth in the Cooperation Agreement. The Kanen Group has also agreed to certain customary standstill provisions prohibiting it from, among other things, (a) soliciting proxies; (b) advising or knowingly encouraging any person with respect to the voting or disposition of any securities of the Issuer, subject to limited exceptions; and (c) taking actions to change or influence the Board, management or the direction of certain Issuer matters; in each case as further described in the Cooperation Agreement. The Cooperation Agreement will terminate upon the expiration of the Standstill Period, which is the date of the Agreement until 11:59 p.m., Eastern Time, on the date that is thirty days prior to the earlier of (a) the deadline for the submission of the notice required pursuant to Rule 14a-19 of the Exchange Act for shareholder nominations of directors for the Issuer's 2026 annual general meeting of shareholders (the "2026 Annual Meeting") and (b) the deadline for the submission of the notice required pursuant to the Issuer's Articles for shareholder nominations of directors for the 2026 Annual Meeting. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.