On May 6, 2025, the Board of Directors approved a stock repurchase program of up to $40.0 million. The repurchase program does not have a set expiration date. During the three months ended September 30, 2026, the Company did not repurchase any shares of its common stock. During the nine months ended September 30, 2026, the Company repurchased 1,627,763 shares of its common stock for approximately $30.0 million, inclusive of transaction fees. Repurchased shares are accounted for as treasury stock and are presented as a deduction from total equity in the Company's unaudited condensed consolidated statements of convertible and redeemable series A-2 preferred stock and stockholders’ equity. As of September 30, 2026, approximately $10.0 million of the authorized capacity under the repurchase program remained available for future repurchases, subject to customary restrictions, including under Delaware law and the restrictive covenants under the 2025 Credit Facility.

On August 5, 2026, the Board of Directors declared a dividend of one preferred share purchase right (a Right) for each outstanding share of the Company’s common stock, payable to stockholders of record as of August 17, 2026, and the Company entered into a Rights Agreement, dated as of August 5, 2026, with Computershare Trust Company, N.A., as rights agent (the Rights Agreement). Each Right entitles the holder to purchase from the Company one one-thousandth of a share of the Company’s Series B Preferred Stock, par value $0.0001 per share, at a purchase price of $105.00 per one one-thousandth of a share, subject to adjustment. In connection with the Rights Agreement, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware designating 50,000 shares of Series B Preferred Stock. The Rights generally become exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company’s outstanding common stock, subject to certain exceptions for existing holders as of the adoption date. The Board of Directors may redeem the Rights, in whole but not in part, at a price of $0.001 per Right at any time prior to a triggering acquisition. Unless earlier redeemed, exchanged or terminated, the Rights will expire on August 4, 2027.

The Company has two plans under which stock-based awards have been issued: (i) the Amended & Restated 2017 Stock Incentive Plan (2017 Plan) and (ii) the Amended & Restated 2013 Stock Option Plan (2013 Plan) (collectively the Plans).

The following number of shares were authorized to be issued and available for grant:


	September 30, 2026
	2017 Plan		2013 Plan		Total
Shares authorized to be issued		10,351,010		2,032,294		12,383,304
Shares available for grant(1)		3,219,506		—		3,219,506

	September 30, 2025
	2017 Plan		2013 Plan		Total
Shares authorized to be issued		8,911,649		2,035,219		10,946,868
Shares available for grant(1)		1,916,777		—		1,916,777

(1) In January 2026 and January 2025 the Board of Directors ratified the addition of 1,436,436 and 1,372,373 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the Company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan.