Item 4 — Purpose of Transaction
Item 4 is hereby amended to add the following: On January 16, 2026, the Reporting Persons entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer increased the size of its board of directors (the "Board") from seven to eight directors and appointed Raymond T. White to fill the newly created directorship and to serve as a member of the Strategic Committee of the Board. Mr. White will serve as a director until the Issuer's 2026 annual meeting of stockholders, at which Mr. White will be a nominee of the Issuer and the Board will recommend that the Issuer's stockholders vote in favor of his election. Pursuant to the Cooperation Agreement, the Issuer has also agreed to nominate Mr. White at each annual meeting of the Issuer's stockholders held prior to the expiration of the Standstill Period (as defined below). Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain customary standstill restrictions, including that they will not acquire beneficial ownership of more than 19.9% of the outstanding Shares, from the date of the Cooperation Agreement until the earlier of (i) 30 days prior to the director nomination deadline for the Issuer's 2028 annual meeting of stockholders and (ii) 120 days prior to the first anniversary of the Issuer's 2027 annual meeting of stockholders (the "Standstill Period"). The Reporting Persons have also agreed to vote in a manner consistent with the recommendation of the Board; provided, however, that if Institutional Shareholder Services Inc. ("ISS") or Glass Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to any proposals (other than as related to the election or removal of directors), the Reporting Persons are permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, that the Reporting Persons are permitted to vote in their sole discretion with respect to any Extraordinary Matter (as defined in the Cooperation Agreement). The foregoing description of the Cooperation Agreement does not purport to be complete and 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.