Transaction Details

Footnotes

On February 2, 2026, 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 a settlement date on or about February 2, 2029 (the "Maturity Date"). In exchange, the Reporting Person will receive an upfront cash payment of approximately $1.2 million. The Reporting Person pledged 71,500 shares of the Issuer's Common Stock (the "Pledged Shares" or the "Base Amount") to secure his obligations under the contract. The Reporting Person will retain all voting 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 the Maturity Date will generally be determined as follows: (a) if the closing price of shares of the Issuer's Common Stock prior to the Maturity Date (the "Settlement Price") is less than $36.1032 ("Cap Level") but greater than $19.0052 ("Floor Level"), 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 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 Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount subtracted by a ratio equal to a fraction with a numerator equal to the Cap Level minus the Floor 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 Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Common Stock equal to the Base Amount.