Transaction Details

Footnotes

On November 26, 2025, the Reporting Person entered into a prepaid variable forward contract with an unaffiliated third-party dealer. The contract obligates the Reporting Person to deliver shares of the Issuer's Common Stock or, at the Reporting Person's election, settle the contract in cash on set maturity dates. The contract will include two equal tranches, with one tranche scheduled to mature in November 2027 and a second scheduled to mature in December 2027 (each, a "Maturity Date"). In exchange, the Reporting Person will receive an upfront cash payment of approximately $7.7 million. The Reporting Person pledged 384,000 shares of the Issuer's Common Stock (the "Pledged Shares") to secure his obligations under the contract. The Reporting Person will retain all voting, dividend and other rights in the Pledged Shares during the term of the pledge. | If the Reporting Person does not elect to settle the contract in cash, the number of shares of the Issuer's Common Stock that may be delivered by the Reporting Person following each Maturity Date will generally be determined as follows: (a) if the closing price of shares of the Issuer's Common Stock on the relevant Maturity Date (the "Settlement Price") is less than $51.6961 ("Cap Level") but greater than $21.6834 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to 192,000 (the "Base Amount") multiplied by a ratio equal to the Floor Level divided by the Settlement Price; | (continued from footnote 2 on this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the relevant Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on the relevant Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount.