On April 27, 2026, the Compensation and Talent Committee of our Board of Directors approved amendments to equity awards granted to certain executives in 2025. The amendments eliminated the Company’s right to repurchase the shares underlying these awards if the executives’ employment terminated under certain circumstances prior to the third anniversary of the respective grant dates. The impacted executives were also awarded bonuses intended to cover their anticipated tax obligations in connection with these amendments.

The amendments and related bonuses are expected to result in approximately $9.4 million of expense during the second quarter of 2026, consisting of (i) approximately $6.5 million of non-cash accelerated equity compensation expense, substantially all of which would otherwise have been recognized ratably through the second quarter of 2028, and (ii) approximately $2.9 million of cash bonus expense, primarily related to tax payments. The Company’s effective tax rate for the second quarter and the remainder of 2026 is expected to be impacted by the non-deductibility of these amounts.