In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, along with our other periodic reports filed with the Securities and Exchange Commission, which could materially affect our business, financial condition, or future results. The following disclosure further updates the risk factors included in our 2025 Annual Report on Form 10-K: We have received an unsolicited, preliminary and non-binding proposal from our largest stockholders to acquire the shares of our common stock they do not already own. The outcome of this proposal is uncertain, may result in significant costs, and may impact the trading price and volatility of our common stock. On July 22, 2026, our Board of Directors received an unsolicited, preliminary and non-binding proposal (the “Proposal”) from Penske Corporation, on behalf of itself and its wholly-owned subsidiary Penske Automotive Holdings Corp. (collectively, “PC”) and Mitsui & Co., Ltd., on behalf of itself and its wholly-owned subsidiary Mitsui & Co. (U.S.A.), Inc. (collectively, “Mitsui” and together with PC, the “PC-Mitsui Investors”), to acquire all outstanding shares of our common stock not already owned by them for cash consideration of $210.00 per share (the “Transaction”). The PC-Mitsui Investors currently beneficially own, collectively, approximately 72.6% of our outstanding common stock. In response to the Proposal, our Board established a special committee of disinterested and independent directors (the “Special Committee”), authorized to retain its own legal and financial advisors, to evaluate the Proposal. There can be no assurance as to whether any agreement relating to the proposed Transaction or any similar or other transaction will be reached, or that any Transaction or any similar or other transaction will be pursued, approved, or consummated, or as to its terms. The Proposal is an expression of interest only and may be withdrawn or modified at any time. The Special Committee may decline to recommend or may terminate its consideration of the Transaction or any transaction at any time, and any transaction remains subject to numerous factors beyond our control, including market conditions, industry trends, regulatory developments, and litigation. We may also incur significant costs in connection with the evaluation of, and response to, the Proposal, regardless of whether it results in any transaction. The outcome of the proposed Transaction may contribute to fluctuations in the trading price and trading volume of our common stock. 59 Table of Contents