Insider Trading Arrangements |
3 Months Ended |
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Jun. 30, 2026
shares
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| Trading Arrangements, by Individual | |
| Material Terms of Trading Arrangement | Item 5. Other Information. Rule 10b5-1 Trading Plans of Directors and Section 16 Officers On May 26, 2026, James Sklar, Executive Vice President, General Counsel and Secretary, adopted a written arrangement intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the "Trading Plan"). The Trading Plan provides for the sale of 22,500 shares of our common stock between . During the fiscal quarter ended June 30, 2026, none of our other directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K). Amended and Restated Employment Agreement with David Ludwig On August 10, 2026, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with David Ludwig, effective as of August 1, 2026 (the “Effective Date”). The Employment Agreement amends and restates in full the Employment Agreement, dated June 1, 2023, between the Company and Mr. Ludwig (the “Prior Employment Agreement”). The Employment Agreement was approved by the Compensation Committee of the Company. Prior to August 1, 2026 and pursuant to the Prior Employment Agreement, Mr. Ludwig served as President of the Financial Assets Division of the Company. Pursuant to the terms of the Employment Agreement, effective August 1, 2026, Mr. Ludwig will transition to the role of senior advisor for the Financial Assets Division of the Company. The term of the Employment Agreement began on the Effective Date and ends on July 31, 2027 (the “Initial Employment Period” and, together with any Renewal Term (defined below), the “Employment Period”), after which the Employment Agreement will automatically renew for additional one-year terms (each, a “Renewal Term”) unless either the Company or Mr. Ludwig elects not to renew the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Ludwig will be entitled to an annual base salary of $400,000 during the Initial Employment Period and an annual base salary of $200,000 during any Renewal Term. During the Employment Period, Mr. Ludwig will be entitled to participate in all health and welfare benefit plans and practices maintained by Company for its executive employees.
Furthermore, the Company may terminate Mr. Ludwig’s employment at any time during any Renewal Term with or without cause. In the event the Company terminates Mr. Ludwig’s employment without cause, the Company may, in its sole discretion and without obligation to do so, elect to pay Mr. Ludwig a severance amount equal to $200,000, payable in arrears in equal semi-monthly installments. The Employment Agreement also contains standard covenants prohibiting the solicitation of employees and customers or suppliers of the Company and competition against the Company during the twelve-month period following the termination of Mr. Ludwig’s employment. |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
| James Sklar [Member] | |
| Trading Arrangements, by Individual | |
| Name | James Sklar |
| Title | Executive Vice President, General Counsel and Secretary |
| Rule 10b5-1 Arrangement Adopted | true |
| Adoption Date | May 26, 2026, |
| Arrangement Duration | 273 days |
| Aggregate Available | 22,500 |