The Reporting Person initially reported its beneficial ownership of greater-than-5% of the shares of Common Stock on Schedule 13G, most recently amended on August 13, 2026. The Reporting Person has been a supportive long term investor in the Issuer and has recently engaged in amicable discussions with the Issuer, including with respect to the possibility of the Issuer extending an offer to Benjamin Hart, an employee of one of the Reporting Person's affiliates, to join the Issuer's board of directors (the "Board"). Accordingly, the Reporting Person is switching to reporting its greater-than-5% beneficial ownership of the shares of Common Stock on Schedule 13D.
The Reporting Person acquired the shares of Common Stock for investment purposes, and such purchases have been made in the Reporting Person's ordinary course of business. The Reporting Person reviews its investment in the Issuer on an ongoing basis and, in the course of its review, may take actions, directly or indirectly through an affiliate, with respect to its investment in the Issuer, including communicating with the Board, members of management or other security-holders of the Issuer, or other third parties from time to time regarding, among other things, opportunities to increase shareholder value, Issuer operations, governance, and control, and other matters related to the Issuer.
The Reporting Person believes that the Issuer represents an attractive investment opportunity and may, in connection with its periodic review of its investment in the Issuer and further depending on market conditions and other factors: (i) purchase additional shares of Common Stock, options or other derivative securities related to the shares of Common Stock in the open market, in privately negotiated transactions, or otherwise; (ii) sell all or a portion of the shares of Common Stock, options or other derivative securities related to the shares of Common Stock now beneficially owned or hereafter acquired by the Reporting Person; or (iii) take any other action referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.
Any action that the Reporting Person or its affiliates may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the shares of Common Stock or other securities or financial instruments, the Reporting Person's or its affiliates' trading and investment strategies, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to the Reporting Person and its affiliates, general industry and economic conditions, the securities markets in general, tax considerations, and other factors deemed relevant by the Reporting Person and its affiliates. |