Item 4 — Purpose of Transaction
Item 4 is hereby amended and supplemented as follows: "On May 24, 2022, the Mr. Lampert contributed 1,600,000 shares of Common Stock to the Edward S. Lampert 2022 GRAT I ("GRAT I") of which Mr. Lampert is the sole trustee and annuitant. As Mr. Lampert served as the sole trustee and annuinant of GRAT I, Mr. Lampert retained sole voting and dispositive power over the 1,600,000 shares of Common Stock held by GRAT I. Mr. Lampert established GRAT I for estate planning purposes. Members of Mr. Lampert's family were the beneficiaries of GRAT I. During the second quarter of each year pursuant to the terms of the indenture agreement governing GRAT I, Mr. Lampert received an annuity amount from GRAT I, assuming that GRAT I had not expired as of the date for such annuity payment. The number of shares of Common Stock to be distributed as an annuity payment was based in part on the price of the Common Stock on the distribution date and therefore could not be calculated until the date of distribution. In addition to shares of Common Stock, the annuity payments (and their associated timing) could have included, and been based upon, amounts generated from the holdings of GRAT I including, among other things, stock recapitalizations or dividends paid or payable with respect to the shares of Common Stock held by GRAT I. On May 24, 2024, GRAT I distributed all remaining shares of Common Stock held by GRAT I to Mr. Lampert as an annuity payment, and GRAT I expired in accordance with its terms. As a result, the full 1,600,000 shares of Common Stock were distributed back to Mr. Lampert through the annuity payments, and there were no excess shares of Common Stock to distribute to the remainder beneficiaries under the indenture agreement for GRAT I. On October 28, 2022, ESL divested beneficial ownership for purposes of Section 13(d) of the Act of an aggregate of 1,947 shares of Common Stock that were held in the Liability Accounts controlled by ESL or its designee that were established on behalf of, and for the benefit of, certain Redeeming Limited Partners that previously redeemed all of their interest in ESL in lieu of ESL withholding a reasonable reserve from the amounts that would have otherwise been distributable to such Redeeming Limited Partners for the purpose of satisfying the relevant Redeeming Limited Partner's share of any contingent liabilities of, or claims against, ESL. These divestures of shares of Common Stock were made at the direction and for the benefit of these Redeeming Limited Partners on a pro rata basis. On February 24, 2025, Mr. Lampert, on behalf of himself and the Trusts, ESL, RBS, and Investments, sent the letter attached as Exhibit 99.8 hereto (the "February 24 Letter") to the Board of Directors of the Issuer (the "Board") in order to encourage the Board to commence a sale process in order for the Issuer to return value to its stockholders. The February 24 Letter also expressed Mr. Lampert's desire to seek a sale of the shares of Common Stock owned by the Reporting Persons at an appropriate value. In addition, the February 24 Letter expressed Mr. Lampert's views as to the potential value of the Issuer. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the February 24 Letter filed as Exhibit 99.8 hereto, which is incorporated by reference in its entirety herein. Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by each Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken. Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have on