| | The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On August 5, 2026, DGB Investment (together with its affiliates, "DGB"), delivered a letter to the Issuer nominating a slate of highly qualified director candidates, including Douglas G. Bergeron, Anna Brockway, Kristine E. Miller, Steve Oblak, Lindsay C. O'Reilly and Stefanie Tsen Ward (collectively, the "Nominees"), for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). As evidenced by their biographies below, the Nominees are seasoned executives, who, collectively, have extensive experience in retail branding, technology, C-suite executive leadership, public company governance and operations, and are well qualified to serve on the Board.
Also on August 5, 2026, DGB issued a press release (the "Press Release") announcing that it had nominated the Nominees for election to the Board at the 2026 Annual Meeting. In the Press Release, DGB expressed its concern that despite the Issuer's exceptional brand assets, North American manufacturing capabilities, and a national retail footprint, the Issuer is underperforming with revenue consistently declining and urgent change is needed to address the Issuer's increasingly outdated strategy. In the Press Release, DGB also highlighted its plan to revitalize the Issuer's historic and undervalued American brand by embracing e-commerce and focusing on improving the customer experience to turn around decades of stagnant growth and a significant valuation discount. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Nominees are:
Anna Brockway
Ms. Brockway founded and scaled America's leading online platform for high-end vintage home furnishings, and brings expertise in transforming heritage brands, including the revitalization of Levi Strauss & Co. (NYSE: LEVI).
* Co-Founder and former President of Chairish, a luxury vintage home furnishings online marketplace that she helped build from a start-up to a successful exit in 2025.
* Ms. Brockway led Chairish's brand and growth strategy, developing scalable customer acquisition and retention programs, implementing sophisticated attribution models to ensure disciplined marketing investment, pioneering retail pop-ups and tastemaker collaborations and guiding the company through strategic acquisitions in the U.S. and Europe.
* Previously served as Vice President of Worldwide Marketing at Levi Strauss & Co. (NYSE: LEVI), helping to reconnect a new generation of consumers with the brand's authentic American heritage, craftsmanship and uncompromising quality by focusing on product innovation, retail presentation, partnerships and e-commerce.
Doug Bergeron
Mr. Bergeron is a former public company CEO and Chairman who brings shareholder alignment, firsthand operating experience, insights into retail industry technology, M&A and capital allocation expertise, and a track record of value creation.
* Led the acquisition of VeriFone Systems Inc. (formerly NYSE: PAY), a retail technology company, from Hewlett-Packard for $50 million in 2001, became CEO and partnered with GTCR to aggressively grow VeriFone into a multinational company by 2013 with an enterprise value of several billion dollars.
* Former Chairman of Cantaloupe, Inc. (formerly NASDAQ: CTLP), where as Co-Managing Partner of Hudson Executive Capital LP, he led a proxy contest in 2020 when it was then known as USA Technologies, Inc., culminating in a full board turnover. He then presided over a period of significant growth, which culminated in an $848 million sale to 365 Retail Markets in 2026 - a more than 89% total shareholder return since the start of the proxy contest.(1)
* Extensive, proven experience recruiting C-level executives, leading operational mentoring and revitalizing businesses.
Kristine Miller
Ms. Miller is a global strategy and transformation leader who has served as a C-suite executive and director at public companies and brings extensive experience in retail, consumer and technology sectors, management consulting and corporate governance.
* Most recently served as the Chief Strategy Officer of eBay Inc. (NASDAQ: EBAY) for over five years, where she led major changes to the company's brand positioning, digital marketing, core product experience and payments strategy, and spent 24 years at Bain & Company, including as Partner and Director and Head of the North America retail practice.
* An experienced public company and private company director, serving on the boards of directors of Grove Collaborative (NYSE: GROV), where she serves as Chair of the Compensation Committee and a member of the Audit Committee, Cinch Home Services and Rover Group.
* Previously served on the boards of directors of Chairish, America's leading online platform for high-end vintage home furnishings, Neiman Marcus Group and Cable One Inc. (NYSE: CABO).
Steve Oblak
Mr. Oblak is a former Chief Commercial Officer at Wayfair, bringing P&L responsibility and deep operating expertise in retail, commercial strategy and execution, global marketing, sales, pricing, customer experience, digital commerce and technology-enabled transformation.
* Spent 14 years at Wayfair Inc. (NYSE: W), including most recently as Chief Commercial Officer, where he led Wayfair's global portfolio of brands and businesses and drove continuous innovation and expansion.
* As a member of Wayfair's executive leadership team, he helped lead the company's expansion into new categories, business lines and international markets and its evolution into an omnichannel retailer. During his tenure, Wayfair grew from a $250 million start-up to a $12 billion revenue publicly traded leader in the home category.
* Began his career in marketing and brand strategy consulting and entrepreneurial ventures, with roles at River West Brands, FutureBrand WorldWide and The Corporate Executive Board Company (formerly NYSE: CEB). Mr. Oblak also serves as a Non-Executive Director at Dorvie, Inc., a concierge services and technology platform focused on aging services.
Lindsay O'Reilly
Ms. O'Reilly is a senior financial services executive with more than two decades of senior leadership experience spanning audit, risk, controls, finance, data and enterprise transformation at global financial institutions. Throughout her career, she has built high-performing organizations, strengthened governance and operating models, and led complex enterprise transformation during periods of strategic and regulatory change.
* Currently an Executive Advisor to PricewaterhouseCoopers LLP, advising boards and executive leadership teams on governance, enterprise data strategy, internal audit modernization and large-scale transformation.
* Former Group Chief Internal Auditor at Barclays PLC (NYSE: BCS) and member of the Group Executive Committee, where she reported to the board of directors and executive management on governance, enterprise risk and the effectiveness of the firm's control environment. Previously served as Barclays' first Group Chief Data Officer and Group Chief Operating Officer for Risk and Finance, where she led the firm's enterprise data strategy and transformation of its risk and finance operating models and infrastructure.
* Previously spent nearly two decades at JPMorgan Chase & Co. (NYSE: JPM), where she led enterprise regulatory remediation, developed and strengthened the firm's global internal control environment, and built enterprise operational risk reporting capabilities.
Stefanie Tsen Ward
Ms. Ward is a former operating executive at global luxury retail brands, with expertise in retail operations, commercial strategy, enterprise transformation, store modernization, merchandising and digital innovation.
* Most recently served as Chief Integrated Retail and Customer Officer at Neiman Marcus Group, where she was responsible for transforming the $4.5 billion luxury retailer into a more profitable, customer-led omnichannel enterprise.
* At Neiman Marcus Group, she oversaw approximately 70% of total company revenue, including more than 40 store locations and 6,000 associates.
* Previously served as Vice President and General Manager of Studios and Omnichannel Services at Sephora, overseeing in-store digital tools, beauty studios and customer care, and as General Manager of Canada at Louis Vuitton, where she led the brand's retail and market strategy in Canada.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
(1) Bloomberg. Total shareholder return from May 20, 2019, the date of Hudson Executive Capital's Schedule 13D filing at Cantaloupe, through May 7, 2026. |
| (a) | The aggregate percentage of Shares reported beneficially owned by the Reporting Persons is based upon 25,446,339 Shares outstanding as of April 22, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2026.
A. DGB Investment
As of the date hereof, DGB Investment beneficially owned 1,050,000 Shares, including 275,000 shares underlying the Call Options.
Percentage: Approximately 4.1%
B. Residence Trust
As of the date hereof, Residence Trust beneficially owned 90,000 Shares.
Percentage: Approximately 0.4%
C. Nieces and Nephews Trust
As of the date hereof, Nieces and Nephews Trust beneficially owned 135,000 Shares.
Percentage: Approximately 0.5%
D. Mr. Bergeron
Mr. Bergeron, as President and sole stockholder of DGB Investment, may be deemed to beneficially own the 1,050,000 shares directly beneficially owned by DGB Investment. As trust advisor for each of the Residence Trust and the Nieces and Nephews Trust, Mr. Bergeron has sole voting and dispositive power over the shares of Common Stock held in the Residence Trust and the Nieces and Nephews Trust and thus may be deemed to beneficially own the 90,000 shares of Common Stock directly beneficially owned by the Residence Trust and the 135,000 shares directly beneficially owned by the Nieces and Nephews Trust.
Percentage: Approximately 5.0%
Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 1,275,000 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 5.0% of the Shares outstanding. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own. |
