Item 4 is hereby amended and supplemented by adding the following:
The shares of Common Stock reported herein as beneficially owned by the Reporting Person were acquired by the Reporting Person for investment purposes. As Non-Executive Chairman and a member of the board of directors (the "Board") of the Issuer, the Reporting Person will regularly consider potential actions and transactions that may be advantageous to the Issuer, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, securities or regulatory or reporting obligations of the Issuer.
As previously disclosed, on December 13, 2024, the Reporting Person (in his capacity as co-trustee for various family trusts), together with Sharyn Berman and Marc Berman (each in their capacity as trustee or co-trustee for various family trusts), entered into a Rule 10b5-1 trading plan (the "December 2024 10b5-1 Plan") with a broker to manage the sale of up to an aggregate of 540,000 shares of the Issuer's Common Stock, which were owned by family trusts.
On September 11, 2025, the Reporting Person (both in his individual capacity and in his capacity as co-trustee for various family trusts) together with Sharyn Berman and Marc Berman (each in their capacity as trustee or co-trustee for various family trusts), entered into a Rule 10b5-1 trading Plan (the "September 2025 10b5-1 Plan" and, together with the December 2024 10b5-1 Plan, the "10b5-1 Plans") with a broker to manage the sale of up to an aggregate of 195,501 shares of the Issuer's Common Stock, of which 70,000 shares are owned by the Reporting Person and 125,501 shares are owned by family trusts.
These sales pursuant to 10b5-1 Plans were, and are being, done for estate planning and diversification purposes. Sharyn Berman is Steven Berman's sister-in-law and Marc Berman is Steven Berman's brother
Except as discussed above in the Reporting Person's capacity as Non-Executive Chairman and a member of the Board of the Issuer and pursuant to the 10b5-1 Plans, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of the directors or to fill any existing vacancies of the Board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above. |