ITEM 5. OTHER INFORMATION

(a) Entry Into Credit Agreement

On November 2, 2026, the Company entered into (i) that certain Credit Agreement (the “Credit Agreement”), dated as of November 2, 2026, by and among the Company, the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (“JPM”), and (ii) that certain Pledge and Security Agreement (the “Pledge and Security Agreement”), dated as of November 2, 2026, by and between the Company and JPM.

The Credit Agreement provides for a revolving line of credit of up to $100.0 million, which the Company may draw at its request. Borrowings under the line bear interest at a rate equal to term SOFR plus an applicable margin ranging from 1.25% to 1.75%, based on the Company’s senior secured net leverage ratio. The revolving line of credit carries an unused commitment fee ranging from 0.15% to 0.25%, also based on the Company’s senior secured net leverage ratio. The proceeds of borrowings under the Credit Agreement will be used for working capital needs, refinancing existing debt, and general corporate purposes. Currently, there is no outstanding balance under the revolving line of credit. The Company, on a consolidated basis with its subsidiaries, is required to maintain a minimum interest coverage ratio as well as a senior secured net leverage ratio that does not exceed a specified amount, each of which is tested each quarter. The revolving line of credit will mature on November 2, 2031.

Pursuant to the Pledge and Security Agreement, the Company pledged, assigned, and granted JPM a security interest in substantially all of its assets, including the equity of certain of its subsidiaries, as security for its obligations under the Credit Agreement. Further, the Credit Agreement requires that all domestic subsidiaries of the Company (other than immaterial subsidiaries and other excluded subsidiaries) guarantee the obligations under the Credit Agreement. As of the closing date, there are no subsidiary guarantors. 

To date, the Company has not borrowed under the Credit Agreement.

The Credit Agreement and the Pledge and Security Agreement replace (i) the Loan and Security Agreement (the “Prior Loan Agreement”), dated as of November 3, 2023, by and between the Company and HSBC Bank USA, National Association (“HBSC”), which provided a revolving line of credit of up to $30.0 million, with an additional $20.0 million accordion feature for additional capital, (ii) the related Pledge Agreement, dated as of November 3, 2023, by and between the Company and HSBC, and (iii) the related Revolving Note, dated as of November 3, 2023, by and between the Company and HSBC, which were terminated on November 2, 2026. The Company did not have any borrowings outstanding under the Prior Loan Agreement at the time of the termination. 

JPM and the other lenders party to the Credit Agreement and their respective affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, investment banking and trust services. Likewise, HSBC and its affiliates have various similar relationships with the Company and its subsidiaries involving financial services. 

The descriptions of the Credit Agreement and the Pledge and Security Agreement are qualified in their entirety by the full text of such agreements, copies of which are filed as Exhibit 10.1 and 10.2 hereto and are incorporated herein by reference. 

(b) Rule 10b5-1 Plan Election 

During the quarter ended September 30, 2026, no director or officer of the Company, adopted or terminated a “Rule 10b5-1 trading arrangement,” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 

In Part II, Item 9B of our Annual Report on Form 10-K for the year ended December 31, 2025, we inadvertently omitted the disclosure of the following Rule 10b5-1 trading arrangement:

On December 16, 2025, Brian Michael Brown, our Chief Legal and Compliance Officer, and Secretary, adopted a Rule 10b5-1 trading arrangement, as defined in Item 408(a) of Regulation S-K, providing for the sale from time to time of an aggregate of up to 420,000 shares of the Company’s common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until December 16, 2026, or earlier if all transactions under the trading arrangement are completed.