The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On June 1, 2026, IAC submitted to the board of directors of the Issuer (the "Board") a letter setting forth a non-binding proposal to acquire all of the outstanding shares of Common Stock of the Issuer that are not owned by IAC for cash consideration of $48.30 per share of Common Stock (the "Proposal"). A copy of the Proposal is filed as Exhibit 99.1 to this Amendment No. 8, and the information set forth in the Proposal is incorporated by reference herein.
The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure.
The Reporting Persons and their representatives expect to discuss the Proposal and related matters with the Issuer, the Board (or any applicable committees thereof) and their respective representatives, as well as potential financing sources, shareholders of the Issuer and of IAC and other interested parties. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal unless a definitive agreement has been reached unless disclosure is otherwise required under applicable U.S. securities laws.
No assurances can be given that a definitive agreement will be reached or that the transactions contemplated by the Proposal, or any transactions of a similar type, will be consummated. The Reporting Persons reserve the right to modify or withdraw the Proposal at any time. |