Item 4 — Purpose of Transaction
We are filing this Twenty-Second Amendment to announce that we have served our notice of intent to nominate Stewart F. Peck for election as a director at the Issuer's upcoming 2026 annual meeting of shareholders (the "2026 Annual Meeting"). A copy of the Nominee Agreement (as defined below) is attached as Exhibit 26 to this Twenty-Second Amendment. We believe management and the directors have ill served the Issuer's shareholders, and the Issuer should explore all possibilities to maximize shareholder value. Our nominees for election as directors at the Issuer's annual meetings from 2021 through 2025 were not elected. Subsequent to the 2022 annual meeting, the Board of Governors of the Federal Reserve notified us that it would not object to our request to purchase additional shares of the Issuer up to 14.9%, and subsequent to the 2024 annual meeting, the Board of Governors of the Federal Reserve notified us that it would not object to our request to purchase additional shares of the Issuer up to 19.9%. On May 31, 2022, pursuant to Mississippi law, we served a demand for inspection of the Issuer's books and records related to, among other things, reported losses and the employee(s) responsible for the losses associated with the Issuer's securities portfolio. When the Issuer refused to permit the inspection of its books and records, we filed, on July 22, 2022, a complaint in the Chancery Court of Harrison County, Mississippi, to compel the production of those books and records. After four Harrison County judges recused themselves, the Mississippi Supreme Court appointed a retired judge from Hinds County, Mississippi, as Special Chancellor to hear our books and records demand case against the Issuer. On July 18, 2023, the Special Chancellor partially granted our motion for summary judgment and ordered the Issuer to produce most of the records we sought in our books and records demand. On June 30, 2023, we demanded that the Issuer pursue a derivative action against its directors for breach of their fiduciary duties for failure to oversee and properly supervise management. On September 29, 2023, we filed a derivative complaint on behalf of the Issuer against the Issuer's directors in the Chancery Court of Harrison County, Mississippi, for breach of fiduciary duty, seeking damages and other remedies. On October 17, 2024, the Court denied the Issuer's directors' motion to dismiss and on December 20, 2024, issued an order allowing us to seek discovery. On January 10, 2025, the Issuer's directors filed an interlocutory appeal, which the Mississippi Supreme Court denied on April 1, 2025. We are seeking compensation to the Issuer from the Issuer's directors for over $50 million in losses to the Issuer's securities portfolio. Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. We do not believe the value of the Issuer's assets is adequately reflected in the current market price of the Issuer's Common Stock. THIS TWENTY-SECOND AMENDMENT MAY BE DEEMED TO BE SOLICITATION MATERIAL IN RESPECT OF THE SOLICITATION OF PROXIES BY THE GROUP FROM THE ISSUER'S SHAREHOLDERS IN CONNECTION WITH THE ISSUER'S 2026 ANNUAL MEETING. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE SOLICITATION BY THE GROUP AND OTHER PARTICIPANTS OF PROXIES FROM THE ISSUER'S SHAREHOLDERS FOR USE AT THE ISSUER'S 2026 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION. INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION IS INCLUDED IN SCHEDULE A, ATTACHED HERETO AND INCORPORATED BY REFERENCE HEREIN. Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Since 2000, members or affiliates of the Group have taken an 'activist position' in 78 other publicly-traded companies. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies' assets were not adequately reflected in the market prices of their shares. Our actions with respect to such publicly-traded companies are described in Schedule B, attached hereto and incorporated herein by reference.