Item 4 — Purpose of Transaction
Item 4 is amended to include the following: On January 1, 2026, the Issuer entered into a Cooperation Agreement (the "Cooperation Agreement") with the Reporting Persons. Pursuant to the Cooperation Agreement, the Issuer and the Reporting Persons have agreed to act in good faith and cooperate to identify a mutually agreeable independent director candidate for appointment to the Board of Directors of the Issuer (the "Board") who possesses industry background relevant to the Issuer's business (the "New Director") as promptly as practicable after the date of the Cooperation Agreement but no later than forty-five (45) days from the date thereof. Once such New Director is mutually agreed upon by the Issuer and the Reporting Persons, the Board has agreed to (i) increase the size of the Board from eight (8) to nine (9) directors, (ii) appoint the New Director to the Board to fill the resulting vacancy, with a term expiring at the 2026 annual meeting of shareholders (the "2026 Annual Meeting"), and (iii) appoint the New Director to all standing committees of the Board. The Issuer also has agreed to include the New Director on its slate of director nominees recommended by the Board for election at the 2026 Annual Meeting and the 2027 annual meeting of shareholders (the "2027 Annual Meeting"), subject to specified conditions. In addition, the parties have agreed that at the 2026 Annual Meeting, at least one (1) member of the Board, who is not the New Director, will not stand for re-election. Under the Cooperation Agreement, until the Standstill Termination Date (as defined below), the Reporting Persons have agreed to vote all shares of Common Stock beneficially owned by them and over which they have direct or indirect voting power in accordance with the Board's recommendations with respect to (i) the election, removal and/or replacement of directors of the Issuer (other than any removal or replacement of the New Director) and (ii) any other proposal submitted to shareholders; provided, however, that (A) in the event both Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC recommend otherwise with respect to any Issuer-sponsored proposal submitted to shareholders (other than the election or removal of directors), the Reporting Persons will be permitted to vote in accordance with such recommendation, and (B) the Reporting Persons will be permitted to vote in its sole discretion with respect to any proposal to approve an extraordinary transaction. Under the Cooperation Agreement, until the Standstill Termination Date, the Reporting Persons will be subject to customary standstill restrictions prohibiting them from, among other things, (i) acquiring, or offering or agreeing to acquire, aggregate beneficial ownership of and/or economic exposure to more than 9.9% of the Issuer's Common Stock outstanding at such time, (ii) nominating, or recommending for nomination, any person for election to the Board, (iii) submitting any shareholder proposal for consideration at any shareholder meeting, (iv) knowingly initiating, encouraging, or participating in any solicitation of proxies in respect of any director election contest or removal contest or in respect of any shareholder proposal for consideration at any shareholder meeting, (v) conducting any type of referendum relating to the Issuer that is not consistent with the Board's recommendation, subject to certain exceptions, or (vi) making, facilitating, encouraging, or supporting any tender offer, exchange offer, merger, acquisition, business combination, sale of all or substantially all of the assets, recapitalization, reorganization, liquidation, dissolution, financing, or other extraordinary transaction involving the Issuer or its securities or assets. The Cooperation Agreement also includes customary mutual non-disparagement provisions. The Cooperation Agreement will remain in place until the earlier of (i) thirty (30) days prior to the last date pursuant to which non-proxy access shareholder nominations for directors are permitted pursuant to the Issuer's Amended and Restated Bylaws in connection with the Issuer's 2028 annual meeting of shareholders, and (ii) one hundred twenty (120) days prior to the first anniversary of the 2027 Annual Meeting (such earlier date, the "Standstill Termination Date"). The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement, a copy of which is filed hereto as Exhibit 7 and incorporated herein by reference.