Ies Holdings, Inc.
A maker and installer of integrated electrical, technology, and mechanical systems for data centers, homes, wind farms, healthcare facilities, and more, serving big tech and Fortune 500 clients. Born in 1997 as Integrated Electrical Services, it began as a "roll-up" that consolidated local electrical contractors into one national business. It renamed itself IES Holdings in 2016 to reflect how it had grown beyond wiring into a diversified holding company.
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| FMR LLC | 13G/APassive | 11.9% | 2.37M | May 6, 2026 |
| Abigail P. Johnson | 13G/APassive | 11.9% | 2.37M | May 6, 2026 |
| Jeffrey L. Gendell | 13D/AActivist | 53.2% | 10.60M | Jan 9, 2026 |
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. | ||||
| Tontine Capital Management, L.L.C. | 13D/AActivist | 37.4% | 7.44M | Jan 9, 2026 |
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. | ||||
| Tontine Capital Partners, L.P. | 13D/AActivist | 27.8% | 5.53M | Jan 9, 2026 |
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. | ||||
| Tontine Management, L.L.C. | 13D/AActivist | 7.1% | 1.41M | Jan 9, 2026 |
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. | ||||
| Tontine Asset Associates, L.L.C. | 13D/AActivist | 4.1% | 807.8K | Jan 9, 2026 |
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. | ||||
| Tontine Capital Overseas Master Fund II, L.P. | 13D/AActivist | 3.6% | 710.9K | Jan 9, 2026 |
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. | ||||
| Tontine Associates, L.L.C. | 13D/AActivist | 3.2% | 640.1K | Jan 9, 2026 |
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. | ||||
| Tontine Capital Overseas GP, L.L.C. | 13D/AActivist | 0.2% | 47.3K | Jan 9, 2026 |
As of December 26, 2025, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed on January 7, 2026, the Company had 19,927,493 shares of Common Stock outstanding. This represents an increase of 73,030 shares of Common Stock outstanding as compared to the 19,854,463 shares of Common Stock outstanding as of July 31, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed on August 1, 2025. As a result of this increase in the Company's outstanding shares of Common Stock, combined with a decrease in the shares of Common Stock beneficially owned by the Reporting Persons in the transactions described in this Item 4, the percentage of the Company's outstanding shares of Common Stock beneficially owned by the Reporting Persons as a group decreased from approximately 54.2%, as reported in Amendment No. 31 to Schedule 13D filed by the Reporting Persons on September 17, 2025, to approximately 53.2%, as reported in this Amendment No. 32 to Schedule 13D. In the last 60 days, in the transactions described in the table below, TCP 2 has sold a total of 100,000 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/3/2025 16,122 $417.93 $417.52 $418.48 12/3/2025 12,922 $418.92 $418.52 $419.50 12/3/2025 2,636 $419.90 $419.52 $420.49 12/3/2025 2,827 $420.89 $420.54 $421.46 12/4/2025 35,823 $420.52 $420.24 $421.23 12/4/2025 5,193 $421.74 $421.27 $422.23 12/4/2025 6,924 $423.21 $422.27 $423.26 12/4/2025 12,528 $423.69 $423.27 $424.26 12/4/2025 1,251 $424.91 $424.32 $425.16 12/5/2025 3,774 $420.24 $420.24 $420.24 In the last 60 days, in the transactions described in the table below, TCP has sold a total of 82,094 shares of Common Stock. Transaction Number of Weighted Average Low High Date Shares Price Per Share 12/10/2025 5,534 $472.39 $472.24 $472.68 12/10/2025 80 $473.70 $473.70 $473.70 12/10/2025 80 $475.35 $475.35 $475.35 12/11/2025 28,264 $470.40 $470.24 $471.23 12/11/2025 884 $471.50 $471.24 $472.07 12/11/2025 24,382 $472.44 $472.24 $473.21 12/11/2025 60 $473.32 $473.26 $473.35 12/11/2025 716 $474.26 $474.26 $474.26 12/11/2025 10,000 $476.50 $476.26 $477.23 12/11/2025 671 $477.81 $477.76 $478.35 12/11/2025 10,000 $478.83 $478.76 $479.55 12/11/2025 1,423 $480.37 $480.37 $480.37 In the last 60 days, in the transactions described below, Mr. Gendell was engaged in the following transactions with respect to the securities of the Company: (1) On December 6, 2022, the Company granted Mr. Gendell time-based and performance-based PSUs pursuant to the Equity Incentive Plan. On November 21, 2025, (i) 8,365 time-based PSUs and 20,077 performance-based PSUs under the December 6, 2022 grant vested upon satisfaction of the applicable time and/or performance requirements, resulting in Mr. Gendell receiving one share of Common Stock from the Company for each PSU that vested, and (ii) 13,179 shares of Common Stock were withheld to satisfy the tax withholding obligation resulting from the vesting of these PSUs. The 8,365 time-based PSUs were included in Mr. Gendell's reports of security ownership at the time they were granted and, therefore, their vesting did not impact the number of securities of the Company owned by Mr. Gendell which are reported; and (2) On November 26, 2025, Mr. Gendell was granted 799 time-based PSUs pursuant to the Equity Incentive Plan. Each of these PSUs represents a contractual right in respect of one share of Common Stock and will vest upon the continued performance of services through the applicable scheduled vesting date. The Reporting Persons acquired their shares of Common Stock for investment purposes and in the ordinary course of business or, with respect to certain of the shares of Common Stock and the PSUs owned directly by Mr. Gendell, through grants to Mr. Gendell by the Company for service as a member of the Company's Board of Directors, in connection with his service as the Company's Executive Chairman, or in connection with his service as the Company's Chief Executive Officer pursuant to the Equity Incentive Plan. All of the Reporting Persons may dispose of securities of the Company at any time and from time to time in the open market, through dispositions in kind to parties holding an ownership interest in TCP, TCM, TM, TA, TCP 2, TAA and/or TCO, or otherwise. In addition, the Reporting Persons may obtain securities of the Company through open market purchases, transfers from other Reporting Persons, grants to Mr. Gendell pursuant to the Equity Incentive Plan or otherwise. As discussed in this Schedule 13D, the Reporting Persons own approximately 53.2% of the Company's outstanding Common Stock and can control the Company's affairs, including (i) the election of directors who in turn appoint management, (ii) any action requiring the approval of the holders of Common Stock, including the adoption of amendments to the Company's corporate charter, and (iii) approval of a merger or sale of all or substantially all assets. The Reporting Persons can also control certain decisions affecting the Company's capital structure. Mr. Gendell has served as a member of the Company's Board of Directors and as Chairman of the Board since November 2016, and as Executive Chairman of the Board since July 1, 2025. Mr. Gendell served as Interim Chief Executive Officer of the Company from July 31, 2020 through September 30, 2020 and served as Chief Executive Officer of the Company from October 1, 2020 through June 30, 2025. While serving in such capacities, Mr. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause Mr. Gendell to continue to be a director. David B. Gendell, the brother of Jeffrey L. Gendell and, until December 2017, an employee of an affiliate of the Reporting Persons, has served as a member of the Company's Board of Directors since February 2012. Previously, he served as Interim Director of Operations from November 2017 through January 2019, non-executive Vice Chairman of the Board from November 2016 to November 2017 and as non-executive Chairman of the Board from January 2015 to November 2016. While serving in his capacity as a director, David B. Gendell may have the ability to affect the composition of the Company's management and influence the business operations of the Company or extraordinary transactions outside the normal course of the Company's business. If the Reporting Persons dispose of all or a portion of their holdings in the Company, they may not retain sufficient voting power to cause David B. Gendell to continue to be a director. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Accordingly, the Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth in this Schedule 13D, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in items (a) through (i) above. | ||||