| | Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:
The Reporting Persons sold an aggregate of 3,690,963 shares of Class A Common Stock as follows:
1. On May 7, 2026, the Survivor's Trust sold an aggregate of 343,563 shares of Class A Common Stock in the open market at a weighted average price of $6.975 per share, for gross proceeds of approximately $2,396,352 (1);
2. On May 7, 2026, the Ulloa Irrevocable Trust sold an aggregate of 333,585 shares of Class A Common Stock in the open market at a weighted average price of $6.968 per share, for gross proceeds of approximately $2,324,420 (2);
3. On May 8, 2026, the Survivor's Trust sold an aggregate of 332,498 shares of Class A Common Stock in the open market at a weighted average price of $6.787 per share, for gross proceeds of approximately $2,256,663 (3);
4. On May 8, 2026, the Ulloa Irrevocable Trust sold an aggregate of 166,415 shares of Class A Common Stock in the open market at a weighted average price of $6.604 per share, for gross proceeds of approximately $2,574,556 (4);
5. On May 11, 2026, the Survivor's Trust sold an aggregate of 323,939 shares of Class A Common Stock in the open market at a weighted average price of $8.033 per share, for gross proceeds of approximately $2,602,202 (5);
6. On May 12, 2026, the Survivor's Trust sold an aggregate of 160,282 shares of Class A Common Stock in the open market at a weighted average price of $8.326 per share, for gross proceeds of approximately $1,334,508 (6);
7. On May 13, 2026, the Survivor's Trust sold an aggregate of 685,111 shares of Class A Common Stock in the open market at a weighted average price of $8.709 per share, for gross proceeds of approximately $5,966,631 (7);
8. On May 14, 2026, the Survivor's Trust sold an aggregate of 338,976 shares of Class A Common Stock in the open market at a weighted average price of $9.025 per share, for gross proceeds of approximately $3,059,258 (8);
9. On May 15, 2026, the Survivor's Trust sold an aggregate of 259,848 shares of Class A Common Stock in the open market at a weighted average price of $8.048 per share, for gross proceeds of approximately $2,091,256 (9);
10. On May 18, 2026, the Survivor's Trust sold an aggregate of 468,583 shares of Class A Common Stock in the open market at a weighted average price of $7.9859 per share, for gross proceeds of approximately $3,742,057 (10);
11. On May 19, 2026, the Survivor's Trust sold an aggregate of 278,163 shares of Class A Common Stock in the open market at a weighted average price of $7.798 per share, for gross proceeds of approximately $2,169,115 (11);
(1) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $6.59 to $7.53, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(2) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $6.59 to $7.36, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(3) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $6.20 to $7.15, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(4) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $6.20 to $7.12, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(5) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $7.34 to $8.46, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(6) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $8.11 to $8.52, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(7) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $7.95 to $9.235, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(8) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $8.70 to $9.40, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(9) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $7.77 to $8.77, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(10) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $7.75 to $8.22, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(11) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $7.715 to $8.09, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price. |
| | Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
(1) On May 18, 2026, the Issuer and the Reporting Persons (the "Stockholders") mutually agreed to terminate the Cooperation Agreement between the parties (the "Cooperation Agreement").
The Company and the Stockholders entered into the Cooperation Agreement on May 4, 2023. Under the agreement terms, the Company agreed to nominate the Stockholders' candidate to the Company board of directors, and the Stockholders agreed to specific commitments regarding their ownership of the Company's stock.
As a result of the termination, the Cooperation Agreement is of no further force or effect, and all rights and obligations of the Company and the Stockholders thereunder have been terminated.
The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
(2) The Survivor's Trust under the Ulloa Seros Family Trust currently intends to sell, subject to market conditions and other factors, up to 809,037 additional shares in the open market from time to time, for asset diversification, tax and estate planning purposes. Each Reporting Person intends to continuously review its respective investment in the Issuer, and reserves the right to change its plans at any time, as it deems appropriate. Accordingly, the Reporting Persons may acquire additional shares of Class A Common Stock in private or open market transactions, in each case for investment purposes, and may dispose of shares of Class A Common Stock in private or open market transactions or otherwise. |