1 unchanged sentence
(a) Recent sales of unregistered securities
−Removed: During the three months ended March 31, 2026, the Company delivered 0.9 million shares of our common stock to the selling shareholders pursuant to the terms of the Transaction.
+Added: During the three months ended June 30, 2026, the Company delivered 0.9 million shares of our common stock to the selling shareholders pursuant to the terms of the Marcum Transaction.
The foregoing shares were issued in transactions not involving a public offering in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.
1 unchanged sentence
The certificates for the shares contain a restrictive legend advising that the shares may not be offered for sale, sold, or otherwise transferred without having first been registered under the Securities Act or pursuant to an exemption from the Securities Act.
−Removed: (b) Issuer purchases of equity securities
−Removed: Over the past twenty years, our Board of Directors authorized has renewed the Company's Share Repurchase Program.
+Added: (b) Shares Purchased and Delivered Under Employee Stock Purchase Plan
+Added: The Company has discovered that it inadvertently purchased and delivered from October 16, 2023 to April 15, 2026 up to 481,049 shares of its common stock (the “Eligible Shares”) in excess of the number shares available under the Company’s 2007 Employee Stock Purchase Plan (as amended from time to time, the “ESPP”) and registered on Form S-8 registration statements.
+Added: On July 28, 2026, the Company’s board of directors approved the Company making a voluntary rescission offer to current and former eligible ESPP participants who acquired Eligible Shares pursuant to the ESPP between October 16, 2023 and April 15, 2026 (the “Eligible Participants”).
+Added: There have been no additional purchases under the ESPP since April 15, 2026.
+Added: The Company believes that the failure to register a sufficient number of shares of common stock under the ESPP and the planned voluntary rescission offer will not have a material impact on its results of operations, financial condition, or liquidity.
+Added: The Company currently intends to make the voluntary rescission offer to the Eligible Participates in the third quarter of 2026.
+Added: This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
+Added: No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
+Added: (c) Issuer purchases of equity securities
+Added: Over the past twenty years, our Board of Directors has renewed and authorized the Company's Share Repurchase Program.
On February 11, 2025, the Board of Directors renewed and authorized the Share Repurchase Program, permitting repurchases through March 31, 2026, of up to 5 million shares of our outstanding common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans.
2 unchanged sentences
Privately negotiated transactions may include purchases from our employees, officers and directors, in accordance with SEC rules.
−Removed: Privately negotiated transactions may also include purchases from former partners of Marcum pursuant to the Company's right, but not obligation, to repurchase any shares issued to such former partners as consideration for the Transaction, in the event that the former partner intends to sell the shares in an open market transaction in the four years following closing.
+Added: Privately negotiated transactions may also include purchases from former partners of Marcum pursuant to the Company's right, but not obligation, to repurchase any shares issued to such former partners as consideration for the Marcum Transaction, in the event that the former partner intends to sell the shares in an open market transaction in the four years following closing.
Rule 10b5-1 trading plans allow for repurchases during periods when we would not normally be active in the trading market due to regulatory restrictions.
The Share Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended at any time.
−Removed: Shares repurchased under the Share Repurchase Program during the three months ended March 31, 2026 (reported on a trade-date basis) are summarized in the table below (amounts in thousands, except per share data).
+Added: Subsequent to entering into the Merger Agreement on July 28, 2026, the Company will not repurchase any shares under the Share Repurchase Program.
+Added: Shares repurchased under the Share Repurchase Program during the three months ended June 30, 2026 (reported on a trade-date basis) are summarized in the table below (amounts in thousands, except per share data).
Average price paid per share includes fees and commissions.
Issuer Purchases of Equity Securities
−Removed: First Quarter Purchases Total
+Added: Second Quarter Purchases Total
Purchased Average
3 unchanged sentences
Under the Plan
−Removed: January 1 – January 31, 2026 — $ — — 2,562
−Removed: February 1 – February 28, 2026 76 $ 31.82 76 4,946
−Removed: March 1 - March 30, 2026 1,085 $ 26.89 1,085 3,861
−Removed: First Quarter Purchases 1,161 1,161
+Added: April 1 – April 30, 2026 1,123 $ 29.27 1,123 2,738
+Added: May 1 – May 31, 2026 152 $ 31.66 152 2,586
+Added: June 1 - June 30, 2026 25 $ 33.52 25 2,561
+Added: Second Quarter Purchases 1,300 1,300
According to the terms of our 2024 Credit Facilities, our ability to declare or make any dividend payments is limited.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.