Red Robin Gourmet Burgers, Inc.
A casual-dining restaurant chain that serves gourmet burgers and is famous for its "bottomless" steak fries, with hundreds of locations across the United States and Canada. The chain began in 1969 when Gerry Kingen turned a Seattle tavern into a burger-focused "emporium" he called a "grownup's McDonald's." The name comes from the 1926 song "When the Red, Red Robin (Comes Bob, Bob, Bobbin' Along)," which the tavern's earlier owner loved so much he renamed his bar after it.
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Acuitas Investments, LLC | 13G/APassive | 3.35% | 606.4K | Apr 28, 2026 |
| JCP Investment Management, LLC | 13D/AActivist | 10.4% | 1.86M | Feb 18, 2026 |
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||||
| Pappas James C | 13D/AActivist | 10.4% | 1.87M | Feb 18, 2026 |
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||||
| Jumana Capital Investments LLC | 13D/AActivist | 9.3% | 1.67M | Feb 18, 2026 |
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||||
| Martin Christopher Ross | 13D/AActivist | 9.3% | 1.68M | Feb 18, 2026 |
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||||
| JCP Investment Partnership, LP | 13D/AActivist | 4.3% | 776.6K | Feb 18, 2026 |
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||||
| JCP Investment Partners, LP | 13D/AActivist | 4.3% | 776.6K | Feb 18, 2026 |
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||||
| JCP Investment Holdings, LLC | 13D/AActivist | 4.3% | 776.6K | Feb 18, 2026 |
Item 4 is hereby amended to add the following: On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below). Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer. Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||||
| Pacific Ridge Capital Partners, LLC | 13G/APassive | 7.7% | 1.39M | Feb 6, 2026 |
| Bandera Partners LLC | 13GPassive | 7.6% | 1.35M | Aug 19, 2025 |