Transaction Details

Footnotes

The restricted common stock was issued pursuant to the Issuer's 2025 Omnibus Equity Incentive Plan (the "Plan") and vests in three equal annual installments, with the first installment vesting on June 1, 2026 provided that the following conditions are met: (i) unless otherwise agreed to by the Issuer, a 10b5-1 plan shall have been accepted by a financial institution acceptable to the Reporting Person under which the Reporting Person shall undertake to sell the restricted common stock within two business days of the vesting date in an amount equal to a minimum of 35% of the number of shares then vesting and (ii) the Reporting Person shall not, without the prior written consent of the Issuer, make an election under the Plan to (A) have the Issuer withhold from delivery, any shares of common stock or other property or (B) deliver already owned unrestricted shares of common stock in lieu of cash payment of taxes by the Reporting Person. | The Reporting Person is the sole member of ML Capital LLC. Pursuant to a written discretionary investment management agreement, the Reporting Person has delegated exclusive dispositive authority with respect to the reported securities to an independent investment manager. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.