In addition to the risk factors set forth below and the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results of operations. The risks described below and in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations. The information below amends, updates and should be read in conjunction with the risk factors and information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Risks Related to the Pending Merger We are subject to a number of risks and uncertainties as a result of the Merger, including the following: •The Merger may not be completed on the anticipated terms or timeline, or at all. The completion of the proposed Merger is subject to the satisfaction or waiver of a number of conditions, many of which are beyond our control, including receipt of required regulatory approvals; approval of the Merger Agreement by the affirmative vote of the holder of a majority of the outstanding shares entitled to vote thereon (“Company Stockholder Approval”); and the absence of any law or order prohibiting the transaction. There can be no assurance that these conditions will be satisfied in a timely manner or at all. If the Merger is not completed, we may experience negative impacts, including the diversion of management attention, potential employee attrition and costs incurred in connection with the transaction, without realizing its anticipated benefits. In addition, our stock price may decline to the extent that the current market price reflects a market assumption about the likelihood and timing of the Merger. •The pendency of the Merger could adversely affect our business and operations. Uncertainty about the effect of the Merger on employees, customers, suppliers and other stakeholders may have an adverse effect on our business. For example, current and prospective employees may experience uncertainty about their roles following the Merger, which could lead to attrition or difficulty in recruiting. In addition, customers and suppliers may delay or defer decisions, which could have a material adverse effect on our business,results of operations, financial condition and cash flows. Contractual restrictions under the Merger Agreement that require us to operate our business in the ordinary course and limit us from taking certain actions without Parent’s consent may also limit our ability to respond to changing market conditions, pursue new opportunities or take other actions that might be beneficial to our business, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows. •The Merger Agreement contains provisions that limit our ability to pursue alternatives. Under the Merger Agreement, the Company is bound by a “no-shop” provision that restricts our ability to solicit, initiate or knowingly take any action to facilitate or encourage any competing acquisition proposals. While these restrictions are subject to the Board’s right, pursuant to the terms of the Merger Agreement, to engage in discussions or negotiations regarding an unsolicited acquisition proposal that is or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement), these restrictions could limit our ability to pursue potentially more favorable transactions and may discourage other parties from making competing offers. •We may be required to pay a termination fee under certain circumstances. Upon termination of the Merger Agreement under specified circumstances, including if we terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to a Superior Proposal, the Company will be required to pay to Parent a termination fee of 31 Table of Contents $37,500,000. This obligation could discourage alternative transactions that might otherwise be favorable to our shareholders. •Litigation relating to the Merger could result in significant costs and delay completion. We may be subject to lawsuits related to the Merger Agreement and the proposed transaction. Such litigation could result in significant costs, divert management attention and delay or prevent the completion of the Merger. •If the Merger is completed, our stockholders will forgo the opportunity to realize potential future appreciation in our stock. Upon completion of the Merger, our stockholders will receive the consideration specified in the Merger Agreement and will no longer participate in any future growth or appreciation of our business.