Item 4 — Purpose of Transaction
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. In connection with their investment, the Reporting Persons have from time to time communicated with the Issuer's Board of Directors (the "Board") and management regarding the 9.8% ownership limitation contained in the Issuer's charter (the "Ownership Limitation"). On August 5, 2026, the Reporting Persons submitted a request to the Board seeking a waiver of the Ownership Limitation to permit an increase in their ownership of the Shares. The request included a thoughtful analysis demonstrating that granting the waiver would not jeopardize the Issuer's qualification as a REIT, together with an offer to provide a formal tax opinion of counsel and customary representations and undertakings. On August 12, 2026, the Issuer's Chief Executive Officer responded on behalf of the Board, briefly stating that the Board was unable to grant the requested waiver at that time. On September 4, 2026, the Reporting Persons submitted a revised and simplified waiver request directly to the Issuer's independent directors. The letter noted that the Shares were trading at approximately 57 cents on each dollar of reported undepreciated book value, and that the Issuer had itself repurchased Shares at higher prices with corporate funds, while the Reporting Persons sought only to invest their own capital at no cost to the Issuer. The Reporting Persons requested a meeting with the Issuer's independent directors to discuss the revised request. On September 14, 2026, the Independent Chair of the Board responded, stating that the Board had determined that granting the waiver was "not in the best interests of the Company's stockholders." In light of the Board's repeated refusal to grant the requested waiver, twice without substantive explanation, the Reporting Persons concluded that they could no longer remain passive investors while the Shares trade near all-time lows, and are hereby converting their filing from Schedule 13G to Schedule 13D. The Reporting Persons believe the Board's actions raise serious concerns about the Board's willingness to act in the best interests of all stockholders and contend that stockholders need and deserve a Board that is committed to protecting and maximizing stockholder value, not one that prevents willing, long-term stockholders from increasing their investment in the Issuer. The Reporting Persons intend to take all steps they deem necessary or appropriate to protect and enhance the value of their investment, and to discuss their views with the Issuer, its stockholders and other market participants. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers, about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, including a sale, merger, or other business combination involving the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.