Sezzle Inc.
A Minneapolis-based financial technology company that runs a "buy now, pay later" service, letting shoppers split purchases into four interest-free payments at tens of thousands of online retailers like Poshmark and Gymshark. Co-founded in 2016 by Charlie Youakim and Paul Paradis, who met in business school, it was named by blending "sell" with "sizzle" to capture the excitement of checkout. The founders initially experimented with merchant rewards before pivoting to the installment model the company is known for today.
Item 4 is hereby amended and supplemented by adding the following disclosure: As previously disclosed in the Schedule 13D, on July 16, 2024, Mr. Youakim entered into an Oppenheimer Client Agreement (the "Client Agreement") with Oppenheimer & Co., Inc. ("Oppenheimer") that governs a loan made by Oppenheimer to Mr. Youakim in the principal amount of $10,000,000. In connection with such loan, Mr. Youakim entered into a Pledge Agreement with Oppenheimer dated August 22, 2024 (the "Pledge Agreement"), pursuant to which he pledged as collateral 10,323,600 of his shares of Common Stock in favor of Oppenheimer to secure his obligations under the Client Agreement (the "Pledge"). Mr. Youakim's obligations under the Client Agreement are payable upon Oppenheimer's demand. On March 20, 2025, the Issuer granted Mr. Youakim 12,000 shares of unrestricted Common Stock under the Issuer's 2021 Incentive Plan. On March 1, 2026, Mr. Youakim entered into a second Pledge Agreement that increased the aggregate principal amount of Mr. Youakim's loan from Oppenheimer to $20,000,000 (the "Additional Pledge Agreement," and together with the Pledge Agreement, the "Pledge Agreements") pursuant to which he pledged as collateral an additional 1,540,000 of his shares of Common Stock in favor of Oppenheimer to secure his loan obligations under his existing Client Agreement (the "Additional Pledge," and together with the Pledge, the "Pledges"). Mr. Youakim's obligations under the Client Agreement remain payable upon Oppenheimer's demand. The Issuer is not a party to the Client Agreement or the Pledge Agreements. In conjunction with the Pledges, Mr. Youakim has deposited a total of 11,863,600 shares of Common Stock with Oppenheimer. Pursuant to the Pledge Agreements, Mr. Youakim agreed that he will not pledge or otherwise encumber any other shares of Common Stock owned by him during the term of the Pledges without the prior written consent of Oppenheimer, and further agreed that he, his spouse, any relatives living in their household, any trust, estate, corporation or other organization in which such persons own 10% of more, or as to which any such persons serves as trustee, executor, board member or similar capacity, will not sell, transfer or otherwise dispose of any shares of Common Stock without giving prior written notice to Oppenheimer. Upon the occurrence of certain events that are customary for these types of loans, including satisfaction of minimum margin maintenance requirements in accordance with Oppenheimer's internal policy or the rules of any organization or agency to which Oppenheimer is subject, Oppenheimer may exercise its rights to require Mr. Youakim to repay the loan proceeds or post additional collateral, and Oppenheimer may exercise its rights to foreclose on, and dispose of, the pledged shares, in each case, in accordance with the Client Agreement and Pledge Agreements. The foregoing description of the Pledge Agreements and Client Agreement does not purport to be complete and is qualified in its entirety by reference to the full copies of the Pledge Agreement and Client Agreement incorporated by reference into Exhibits 10.4 and 10.5, respectively, and to the full copy of the Additional Pledge Agreement attached hereto as Exhibit 10.7, and in each case incorporated herein by reference.
Item 4 is hereby amended and supplemented by adding the following disclosure: As previously disclosed in the Schedule 13D, on July 16, 2024, Mr. Youakim entered into an Oppenheimer Client Agreement (the "Client Agreement") with Oppenheimer & Co., Inc. ("Oppenheimer") that governs a loan made by Oppenheimer to Mr. Youakim in the principal amount of $10,000,000. In connection with such loan, Mr. Youakim entered into a Pledge Agreement with Oppenheimer dated August 22, 2024 (the "Pledge Agreement"), pursuant to which he pledged as collateral 10,323,600 of his shares of Common Stock in favor of Oppenheimer to secure his obligations under the Client Agreement (the "Pledge"). Mr. Youakim's obligations under the Client Agreement are payable upon Oppenheimer's demand. On March 20, 2025, the Issuer granted Mr. Youakim 12,000 shares of unrestricted Common Stock under the Issuer's 2021 Incentive Plan. On March 1, 2026, Mr. Youakim entered into a second Pledge Agreement that increased the aggregate principal amount of Mr. Youakim's loan from Oppenheimer to $20,000,000 (the "Additional Pledge Agreement," and together with the Pledge Agreement, the "Pledge Agreements") pursuant to which he pledged as collateral an additional 1,540,000 of his shares of Common Stock in favor of Oppenheimer to secure his loan obligations under his existing Client Agreement (the "Additional Pledge," and together with the Pledge, the "Pledges"). Mr. Youakim's obligations under the Client Agreement remain payable upon Oppenheimer's demand. The Issuer is not a party to the Client Agreement or the Pledge Agreements. In conjunction with the Pledges, Mr. Youakim has deposited a total of 11,863,600 shares of Common Stock with Oppenheimer. Pursuant to the Pledge Agreements, Mr. Youakim agreed that he will not pledge or otherwise encumber any other shares of Common Stock owned by him during the term of the Pledges without the prior written consent of Oppenheimer, and further agreed that he, his spouse, any relatives living in their household, any trust, estate, corporation or other organization in which such persons own 10% of more, or as to which any such persons serves as trustee, executor, board member or similar capacity, will not sell, transfer or otherwise dispose of any shares of Common Stock without giving prior written notice to Oppenheimer. Upon the occurrence of certain events that are customary for these types of loans, including satisfaction of minimum margin maintenance requirements in accordance with Oppenheimer's internal policy or the rules of any organization or agency to which Oppenheimer is subject, Oppenheimer may exercise its rights to require Mr. Youakim to repay the loan proceeds or post additional collateral, and Oppenheimer may exercise its rights to foreclose on, and dispose of, the pledged shares, in each case, in accordance with the Client Agreement and Pledge Agreements. The foregoing description of the Pledge Agreements and Client Agreement does not purport to be complete and is qualified in its entirety by reference to the full copies of the Pledge Agreement and Client Agreement incorporated by reference into Exhibits 10.4 and 10.5, respectively, and to the full copy of the Additional Pledge Agreement attached hereto as Exhibit 10.7, and in each case incorporated herein by reference.
As of the date of this Amendment No. 1, except as set forth below, the Reporting Persons do not have a plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. On July 27, 2019, the Issuer granted Mr. Paradis an option to purchase 13,159 shares of Common Stock at an exercise price equal to $31.92 under the Issuer's 2019 Incentive Plan pursuant to an Option Agreement in the form attached as Exhibit 10.1, which is hereby incorporated by reference. Such option is fully-vested and expires on July 26, 2029 (the "Option Agreement"). On June 14, 2023, the Issuer granted Mr. Paradis 31,579 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 1"). The restricted stock units vest over a four-year period, with 25% of the award vesting on January 1, 2024 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation). On November 20, 2023, Mr. Paradis adopted a Rule 10b5-1 trading arrangement (the "Paradis Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Paradis Plan provides for the potential sale of up to 131,580 shares of the Company's common stock, from February 23, 2024 until termination of the Paradis Plan on November 27, 2024, or earlier if all transactions under the Paradis Plan are completed. The Paradis Plan was terminated on September 3, 2024. On April 1, 2024, the Issuer granted Mr. Paradis 10,000 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 2" and together with RSU Grant 1, the "RSU Grants"). The restricted stock units vest over a four-year period, with 25% of the award vesting on April 1, 2025 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation). On September 16, 2024, Mr. Paradis' spouse entered into a Rule 10b5-1 trading arrangement (the "Spousal Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Spousal Plan provides for the potential sale of up to 55,500 shares of the Company's common stock, between an estimated start date of January 2, 2025, until termination of the Paradis Plan on September 12, 2025, or earlier if all transactions under the Spousal Plan are completed. The Spousal Plan was amended on December 2, 2024 (the "Amended Spousal Plan") to reduce the number of shares of Company's common stock subject to the Spousal Plan to 12,000 shares of Company common stock, with an estimated start date of April 1, 2025, until termination of the Amended Spousal Plan on September 12, 2025. As of the date hereof, no shares of Common Stock have been sold under the Spousal Plan. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future.
As of the date of this Amendment No. 1, except as set forth below, the Reporting Persons do not have a plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. On July 27, 2019, the Issuer granted Mr. Paradis an option to purchase 13,159 shares of Common Stock at an exercise price equal to $31.92 under the Issuer's 2019 Incentive Plan pursuant to an Option Agreement in the form attached as Exhibit 10.1, which is hereby incorporated by reference. Such option is fully-vested and expires on July 26, 2029 (the "Option Agreement"). On June 14, 2023, the Issuer granted Mr. Paradis 31,579 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 1"). The restricted stock units vest over a four-year period, with 25% of the award vesting on January 1, 2024 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation). On November 20, 2023, Mr. Paradis adopted a Rule 10b5-1 trading arrangement (the "Paradis Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Paradis Plan provides for the potential sale of up to 131,580 shares of the Company's common stock, from February 23, 2024 until termination of the Paradis Plan on November 27, 2024, or earlier if all transactions under the Paradis Plan are completed. The Paradis Plan was terminated on September 3, 2024. On April 1, 2024, the Issuer granted Mr. Paradis 10,000 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 2" and together with RSU Grant 1, the "RSU Grants"). The restricted stock units vest over a four-year period, with 25% of the award vesting on April 1, 2025 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation). On September 16, 2024, Mr. Paradis' spouse entered into a Rule 10b5-1 trading arrangement (the "Spousal Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Spousal Plan provides for the potential sale of up to 55,500 shares of the Company's common stock, between an estimated start date of January 2, 2025, until termination of the Paradis Plan on September 12, 2025, or earlier if all transactions under the Spousal Plan are completed. The Spousal Plan was amended on December 2, 2024 (the "Amended Spousal Plan") to reduce the number of shares of Company's common stock subject to the Spousal Plan to 12,000 shares of Company common stock, with an estimated start date of April 1, 2025, until termination of the Amended Spousal Plan on September 12, 2025. As of the date hereof, no shares of Common Stock have been sold under the Spousal Plan. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Charles Youakim | 13D/AActivist | 44.1% | 14.90M | Mar 16, 2026 |
Item 4 is hereby amended and supplemented by adding the following disclosure: As previously disclosed in the Schedule 13D, on July 16, 2024, Mr. Youakim entered into an Oppenheimer Client Agreement (the "Client Agreement") with Oppenheimer & Co., Inc. ("Oppenheimer") that governs a loan made by Oppenheimer to Mr. Youakim in the principal amount of $10,000,000. In connection with such loan, Mr. Youakim entered into a Pledge Agreement with Oppenheimer dated August 22, 2024 (the "Pledge Agreement"), pursuant to which he pledged as collateral 10,323,600 of his shares of Common Stock in favor of Oppenheimer to secure his obligations under the Client Agreement (the "Pledge"). Mr. Youakim's obligations under the Client Agreement are payable upon Oppenheimer's demand. On March 20, 2025, the Issuer granted Mr. Youakim 12,000 shares of unrestricted Common Stock under the Issuer's 2021 Incentive Plan. On March 1, 2026, Mr. Youakim entered into a second Pledge Agreement that increased the aggregate principal amount of Mr. Youakim's loan from Oppenheimer to $20,000,000 (the "Additional Pledge Agreement," and together with the Pledge Agreement, the "Pledge Agreements") pursuant to which he pledged as collateral an additional 1,540,000 of his shares of Common Stock in favor of Oppenheimer to secure his loan obligations under his existing Client Agreement (the "Additional Pledge," and together with the Pledge, the "Pledges"). Mr. Youakim's obligations under the Client Agreement remain payable upon Oppenheimer's demand. The Issuer is not a party to the Client Agreement or the Pledge Agreements. In conjunction with the Pledges, Mr. Youakim has deposited a total of 11,863,600 shares of Common Stock with Oppenheimer. Pursuant to the Pledge Agreements, Mr. Youakim agreed that he will not pledge or otherwise encumber any other shares of Common Stock owned by him during the term of the Pledges without the prior written consent of Oppenheimer, and further agreed that he, his spouse, any relatives living in their household, any trust, estate, corporation or other organization in which such persons own 10% of more, or as to which any such persons serves as trustee, executor, board member or similar capacity, will not sell, transfer or otherwise dispose of any shares of Common Stock without giving prior written notice to Oppenheimer. Upon the occurrence of certain events that are customary for these types of loans, including satisfaction of minimum margin maintenance requirements in accordance with Oppenheimer's internal policy or the rules of any organization or agency to which Oppenheimer is subject, Oppenheimer may exercise its rights to require Mr. Youakim to repay the loan proceeds or post additional collateral, and Oppenheimer may exercise its rights to foreclose on, and dispose of, the pledged shares, in each case, in accordance with the Client Agreement and Pledge Agreements. The foregoing description of the Pledge Agreements and Client Agreement does not purport to be complete and is qualified in its entirety by reference to the full copies of the Pledge Agreement and Client Agreement incorporated by reference into Exhibits 10.4 and 10.5, respectively, and to the full copy of the Additional Pledge Agreement attached hereto as Exhibit 10.7, and in each case incorporated herein by reference. | ||||
| Cerro Gordo LLC | 13D/AActivist | 2.8% | 947.4K | Mar 16, 2026 |
Item 4 is hereby amended and supplemented by adding the following disclosure: As previously disclosed in the Schedule 13D, on July 16, 2024, Mr. Youakim entered into an Oppenheimer Client Agreement (the "Client Agreement") with Oppenheimer & Co., Inc. ("Oppenheimer") that governs a loan made by Oppenheimer to Mr. Youakim in the principal amount of $10,000,000. In connection with such loan, Mr. Youakim entered into a Pledge Agreement with Oppenheimer dated August 22, 2024 (the "Pledge Agreement"), pursuant to which he pledged as collateral 10,323,600 of his shares of Common Stock in favor of Oppenheimer to secure his obligations under the Client Agreement (the "Pledge"). Mr. Youakim's obligations under the Client Agreement are payable upon Oppenheimer's demand. On March 20, 2025, the Issuer granted Mr. Youakim 12,000 shares of unrestricted Common Stock under the Issuer's 2021 Incentive Plan. On March 1, 2026, Mr. Youakim entered into a second Pledge Agreement that increased the aggregate principal amount of Mr. Youakim's loan from Oppenheimer to $20,000,000 (the "Additional Pledge Agreement," and together with the Pledge Agreement, the "Pledge Agreements") pursuant to which he pledged as collateral an additional 1,540,000 of his shares of Common Stock in favor of Oppenheimer to secure his loan obligations under his existing Client Agreement (the "Additional Pledge," and together with the Pledge, the "Pledges"). Mr. Youakim's obligations under the Client Agreement remain payable upon Oppenheimer's demand. The Issuer is not a party to the Client Agreement or the Pledge Agreements. In conjunction with the Pledges, Mr. Youakim has deposited a total of 11,863,600 shares of Common Stock with Oppenheimer. Pursuant to the Pledge Agreements, Mr. Youakim agreed that he will not pledge or otherwise encumber any other shares of Common Stock owned by him during the term of the Pledges without the prior written consent of Oppenheimer, and further agreed that he, his spouse, any relatives living in their household, any trust, estate, corporation or other organization in which such persons own 10% of more, or as to which any such persons serves as trustee, executor, board member or similar capacity, will not sell, transfer or otherwise dispose of any shares of Common Stock without giving prior written notice to Oppenheimer. Upon the occurrence of certain events that are customary for these types of loans, including satisfaction of minimum margin maintenance requirements in accordance with Oppenheimer's internal policy or the rules of any organization or agency to which Oppenheimer is subject, Oppenheimer may exercise its rights to require Mr. Youakim to repay the loan proceeds or post additional collateral, and Oppenheimer may exercise its rights to foreclose on, and dispose of, the pledged shares, in each case, in accordance with the Client Agreement and Pledge Agreements. The foregoing description of the Pledge Agreements and Client Agreement does not purport to be complete and is qualified in its entirety by reference to the full copies of the Pledge Agreement and Client Agreement incorporated by reference into Exhibits 10.4 and 10.5, respectively, and to the full copy of the Additional Pledge Agreement attached hereto as Exhibit 10.7, and in each case incorporated herein by reference. | ||||
| BlackRock, Inc. | 13GPassive | 7.1% | 2.42M | Jan 21, 2026 |
| Paul Paradis | 13D/AActivist | 4.5% | 250.3K | Jan 3, 2025 |
As of the date of this Amendment No. 1, except as set forth below, the Reporting Persons do not have a plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. On July 27, 2019, the Issuer granted Mr. Paradis an option to purchase 13,159 shares of Common Stock at an exercise price equal to $31.92 under the Issuer's 2019 Incentive Plan pursuant to an Option Agreement in the form attached as Exhibit 10.1, which is hereby incorporated by reference. Such option is fully-vested and expires on July 26, 2029 (the "Option Agreement"). On June 14, 2023, the Issuer granted Mr. Paradis 31,579 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 1"). The restricted stock units vest over a four-year period, with 25% of the award vesting on January 1, 2024 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation). On November 20, 2023, Mr. Paradis adopted a Rule 10b5-1 trading arrangement (the "Paradis Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Paradis Plan provides for the potential sale of up to 131,580 shares of the Company's common stock, from February 23, 2024 until termination of the Paradis Plan on November 27, 2024, or earlier if all transactions under the Paradis Plan are completed. The Paradis Plan was terminated on September 3, 2024. On April 1, 2024, the Issuer granted Mr. Paradis 10,000 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 2" and together with RSU Grant 1, the "RSU Grants"). The restricted stock units vest over a four-year period, with 25% of the award vesting on April 1, 2025 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation). On September 16, 2024, Mr. Paradis' spouse entered into a Rule 10b5-1 trading arrangement (the "Spousal Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Spousal Plan provides for the potential sale of up to 55,500 shares of the Company's common stock, between an estimated start date of January 2, 2025, until termination of the Paradis Plan on September 12, 2025, or earlier if all transactions under the Spousal Plan are completed. The Spousal Plan was amended on December 2, 2024 (the "Amended Spousal Plan") to reduce the number of shares of Company's common stock subject to the Spousal Plan to 12,000 shares of Company common stock, with an estimated start date of April 1, 2025, until termination of the Amended Spousal Plan on September 12, 2025. As of the date hereof, no shares of Common Stock have been sold under the Spousal Plan. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future. | ||||
| Paradis Family LLC | 13D/AActivist | 1.5% | 84.2K | Jan 3, 2025 |
As of the date of this Amendment No. 1, except as set forth below, the Reporting Persons do not have a plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. On July 27, 2019, the Issuer granted Mr. Paradis an option to purchase 13,159 shares of Common Stock at an exercise price equal to $31.92 under the Issuer's 2019 Incentive Plan pursuant to an Option Agreement in the form attached as Exhibit 10.1, which is hereby incorporated by reference. Such option is fully-vested and expires on July 26, 2029 (the "Option Agreement"). On June 14, 2023, the Issuer granted Mr. Paradis 31,579 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 1"). The restricted stock units vest over a four-year period, with 25% of the award vesting on January 1, 2024 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation). On November 20, 2023, Mr. Paradis adopted a Rule 10b5-1 trading arrangement (the "Paradis Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Paradis Plan provides for the potential sale of up to 131,580 shares of the Company's common stock, from February 23, 2024 until termination of the Paradis Plan on November 27, 2024, or earlier if all transactions under the Paradis Plan are completed. The Paradis Plan was terminated on September 3, 2024. On April 1, 2024, the Issuer granted Mr. Paradis 10,000 restricted stock units under the Issuer's 2021 Incentive Plan pursuant to an Equity Incentive Plan Notice Award in the form attached as Exhibit 10.2, which is hereby incorporated by reference (the "RSU Grant 2" and together with RSU Grant 1, the "RSU Grants"). The restricted stock units vest over a four-year period, with 25% of the award vesting on April 1, 2025 and the remaining vesting on a quarterly basis thereafter, and are settled in shares of Common Stock on the vesting dates (subject to forfeiture of shares of Common Stock to satisfy tax withholding obligation). On September 16, 2024, Mr. Paradis' spouse entered into a Rule 10b5-1 trading arrangement (the "Spousal Plan") that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The Spousal Plan provides for the potential sale of up to 55,500 shares of the Company's common stock, between an estimated start date of January 2, 2025, until termination of the Paradis Plan on September 12, 2025, or earlier if all transactions under the Spousal Plan are completed. The Spousal Plan was amended on December 2, 2024 (the "Amended Spousal Plan") to reduce the number of shares of Company's common stock subject to the Spousal Plan to 12,000 shares of Company common stock, with an estimated start date of April 1, 2025, until termination of the Amended Spousal Plan on September 12, 2025. As of the date hereof, no shares of Common Stock have been sold under the Spousal Plan. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future. | ||||