Item 4 — Purpose of Transaction
Mergers On October 21, 2026 (the "Closing Date"), the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Tristar Merger Sub, LLC, a wholly owned subsidiary of the Issuer ("Merger Sub"), Long Range Intermediate LLC ("Savage"), and Savarms, L.P. ("Seller"), a wholly owned subsidiary of JDH Capital I, L.P., and concurrently consummated the transactions contemplated thereby (the "Closing"). Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Savage, with Savage surviving such merger as a wholly owned subsidiary of the Issuer, and (ii) immediately thereafter, and as part of an integrated plan, Savage merged with and into the Issuer, with the Issuer surviving such merger (the mergers described by the foregoing clauses (i) and (ii), collectively, the "Mergers"). Under the terms of the Merger Agreement, at the effective time of the Mergers, the Issuer issued to the Reporting Persons 8,993,968 shares of Common Stock, and paid to the Reporting Persons $42.4 million in cash (such shares and cash, together with any cash paid to the Reporting Persons in settlement of the post-closing adjustment, the "Merger Consideration"). The aggregate consideration paid to the Reporting Persons was determined by reference to an adjusted transaction value of approximately $164.9 million, representing the base transaction value of $160.0 million as adjusted based on estimates of Savage's cash, indebtedness, transaction expenses, minimum cash balance and net working capital delivered at the Closing. The number of shares of Common Stock issued to the Reporting Persons in connection with the Closing was equal to 19.99% of the shares of Common Stock outstanding immediately prior to the effective time of the first merger, rounded down to the nearest whole share, valued at a reference price of $13.62 per share, the volume weighted average price per share of Common Stock on the Nasdaq Global Select Market for the 45 consecutive trading days ending on (and including) the third trading day immediately prior to the Closing Date. The balance of the Merger Consideration payable to the Reporting Persons at the Closing was paid in cash. The foregoing amounts are subject to a post-closing adjustment, to be settled in cash, as further described in the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants of the parties, as well as customary indemnification provisions. Additionally, the Issuer obtained a customary representations and warranties insurance policy. The Reporting Persons have agreed to customary non-competition and non-solicitation covenants. The payment obligations of the Reporting Persons in respect of the post-closing adjustment and its indemnification obligations under the Merger Agreement are guaranteed by JDH Capital I, L.P. pursuant to a guaranty delivered at the Closing. The above description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. Investor Rights Agreement Concurrently with the Closing, the Issuer and the Seller entered into an Investor Rights Agreement (the "Investor Rights Agreement") which provides that, from the Closing Date until the earlier of (i) the first date on which the Reporting Persons' beneficial ownership of the Issuer's outstanding voting securities falls below 10%, and (ii) the termination of the standstill period (as defined in the Investor Rights Agreement) following the Reporting Persons permanent and irrevocable waiver of such right, together with the resignation of its designee, on or after the second anniversary of the Closing Date, the Reporting Persons shall have the right to designate one individual for nomination to the board of directors of the Issuer (the "Board"), subject to the director eligibility criteria and the other terms and conditions set forth therein. In addition, the Investor Rights Agreement provides for a customary lock-up, which expires in three equal installments on the dates that are 90, 240 and 360 days after the Closing Date, as well as customary standstill and transfer restrictions, in each case subject to the exceptions set forth therein. Further, during the standstill period and for so long as the Reporting Persons beneficially own at least 10% of the Issuer's outstanding voting securities, the Reporting Persons have also agreed to cause the shares they beneficially own to be voted in accordance with the recommendation of the Board with respect to the election of directors and other specific matters, subject to certain exceptions. Further, the Investor Rights Agreement provides for customary registration rights with respect to the shares of Common Stock issued to the Reporting Persons as a portion of the Merger Consideration, subject to customary limitations, including with respect to minimum o