Item 4 — Purpose of Transaction
Item 4 of the Initial Statement is hereby amended and restated as follows: On April 20, 2026, the Issuer announced that it is engaged in a formal process to explore strategic alternatives to maximize shareholder value. In connection therewith, the Reporting Persons entered into a standard confidentiality agreement with the Issuer, which includes customary "standstill" and other customary non-disclosure and non-use provisions. In this regard, if the Reporting Persons (or any of their affiliates) are invited to further participate in the strategic review process by the Issuer or the Board of Directors of the Issuer (the "Board") (or any committee thereof) or any of their respective representatives or advisors, the Reporting Persons expect that they (or one or more of their affiliates) are likely to do some or all of the following depending on how the process were to develop: -conduct due diligence on the Issuer and its subsidiaries; -subject to further due diligence and applicable internal approvals, submit one or more non-binding proposals (any such proposal, a "Proposal") to the Board (or any committee thereof) with respect to the acquisition of some or all of the Issuer's assets or shares or other transaction involving the Issuer, on terms and conditions to be set forth in any such proposal (any such transaction, a "Proposed Transaction"); -enter into discussions and negotiations with the Issuer and/or the Board (or any committee thereof), management of the Issuer and representatives and advisors of the foregoing with respect to any such Proposal(s) and any Proposed Transaction; and/or -enter into certain customary agreements (including engagement letters with financial advisors, financing sources or other consultants or advisors) relating to any such discussions. If the Reporting Persons (or one or more affiliates thereof) were to take any or more of the foregoing actions, they would be doing so pursuant to a process that is being managed and directed by the Board (and/or a committee thereof) and its representatives and advisors and the Reporting Persons are therefore putting the market on notice that they do not intend to amend this Schedule 13D if and when any such actions are taken pursuant to such process unless and until a definitive agreement has been reached with respect to a Proposed Transaction, or unless the Reporting Persons determine that such disclosure is otherwise required under applicable U.S. securities laws. The submission of a Proposal does not obligate in any way the Reporting Persons or the Issuer to negotiate or enter into definitive transaction documentation with respect to a transaction or otherwise complete a Proposed Transaction, and a binding commitment with respect to a Proposed Transaction will result only from the execution and delivery of definitive transaction documentation. Any definitive transaction documentation entered into in connection with a Proposed Transaction is likely to be subject to customary closing conditions. The Reporting Persons make no assurances that any definitive transaction agreement will be entered into with respect to a Proposed Transaction contemplated by a Proposal, or that a Proposed Transaction will be consummated even if the Issuer accepts any such Proposal and make no assurances as to the terms of any such transaction if one were to be consummated. Neither any Proposal nor this Amendment No. 1 is meant to be, nor should be construed as, an offer to buy or a solicitation of an offer to sell any of the Issuer's securities. If a Proposed Transaction is consummated, one or more of the transactions, events or actions specified in clauses (a) through (j) to the instructions of Item 4 of Schedule 13D may result, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, other material changes in the Issuer's business or corporate structure, and the shares of the Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act and would be delisted from the New York Stock Exchange. If a Proposed Transaction or similar transaction by unrelated parties is not consummated, the Reporting Persons may, at any time and from time to time, review, reconsider and/or change their position or purpose or formulate different plans or proposals with respect thereto. At any time and from time to time, the Reporting Persons may, in connection with monitoring and evaluating their investment in the Issuer, and after giving consideration to, among other things, any communications about the Issuer, market conditions, contractual restrictions, legal restrictions, the status of the review of strategic alternatives by the Board and/or other conditions, formulate a plan, proposal or other course of action which may relate to or result in, among other things and without limitation: (i) the purchase of additional or all sh