What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-26 compared with 2025-06-30 · 115 added, 72 removed, 698 unchanged (21% of the section changed)

8 unchanged sentences

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of IndiCue, Inc., acquired on February 12, 2026 and Giant Worldwide, acquired on January 7, 2026, which are included in our consolidated financial statements since the date of acquisition and represented less than 29% of our total assets as of March 31, 2026, after excluding goodwill and intangible assets acquired, and 18% of our total revenues for the year ended March 31, 2026.

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, 2026.

42 unchanged sentences

McGurk, Chief Executive Officer and Chairman of the Board, Erick Opeka, President and Chief Strategy Officer, Gary S.

Loffredo, Chief Legal Officer, Secretary and Senior Advisor, Tony Huidor, President of Technology and Chief Product Officer, Mark Lindsey, Chief Financial Officer, Yolanda Macias, Chief Motion Pictures Officer, and Mark Torres, Chief People Officer.

Loffredo, Chief Legal Officer, Secretary and Senior Advisor, Tony Huidor, President of Technology and Chief Product Officer, Sean McCabe, Chief Financial Officer, Yolanda Macias, Chief Motion Pictures Officer, and Mark Torres, Chief People Officer.

Biographical information for Mr.

22 unchanged sentences

Huidor worked as Director of Product Development for the Walt Disney Internet Group, where he was responsible for the creation and development of subscription-based entertainment services worldwide.

Mark Lindsey, 58, is the Company’s Chief Financial Officer.

Lindsey oversees all facets of accounting, including financial reporting, financing, working capital management, treasury, tax compliance and planning, internal controls and policy development.

Prior to joining Cineverse, he most recently served as Chief Accounting Officer and acting Chief Financial Officer for Firefly Systems, Inc., a digital out-of-home (DOOH) and mobility advertising company.

Lindsey was also CFO and CCO for Canapi Ventures, a financial technology-focused venture capital firm.

Earlier in his career, Mr.

Lindsey served in related executive capacities with American Capital, LTD., XM Satellite Radio, the Public Company Accounting Oversight Board and PricewaterhouseCoopers.

Yolanda Macias, 61, is the Company's Chief Motion Pictures Officer.

12 unchanged sentences

Torres is a graduate of California State University, Long Beach with a bachelor’s degree in Telecommunications.

Sean McCabe, 40, is Chief Financial Officer of Cineverse where he leads the Company’s global finance and accounting teams and oversees financial planning, capital markets, corporate strategy, and cost optimization initiatives.

Prior to joining Cineverse, Mr.

McCabe served as VP of Accounting and Finance at Publisher First, Inc.

dba Freestar, a leading ad-tech company, where he managed accounting and finance functions and played a key role in M&A, treasury, and capital structure optimization.

In 2023 and 2024, Mr.

McCabe served as Vice President and Corporate Controller at Cineverse.

Prior to that, Mr.

McCabe served as the Controller of Fulgent Genetics (2022-2023) and Jukin Media (2020-2022), and as the Director of Strategic Initiatives National Grid (2017-2020).

his career at PricewaterhouseCoopers in the audit and M&A advisory practices (2008-2017).

McCabe holds a Master of Science in Accounting from the UConn School of Business and a Bachelor of Science from Pennsylvania State University.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of its Common Stock to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all such reports they file.

Based on the Company’s review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that none of its directors, executive officers or persons who beneficially own more than 10% of the Common Stock failed to comply with Section 16(a) reporting requirements during the fiscal year ended March 31, 2025 (the “Last Fiscal Year”).

Brown, O’Brien and Huidor, Ms.

and Mark Lindsey, our former Chief Financial Officer, each of whom filed one late Form 4 reporting one

transaction, and Ms.

Macias, who filed two late Form 4s reporting one late transaction each.

Code of Business Conduct and Ethics

We have adopted a code of ethics applicable to all members of the Board, executive officers and employees.

Such code of ethics is available on our Internet website, www.investor.cineverse.com.

Such code of ethics is available on our Internet website, https://investor.cineverse.com/.

We intend to disclose any amendment to, or waiver of, a provision of our code of ethics by filing a Form 8-K with the SEC.

21 unchanged sentences

Membership in each committee is shown in the following table.

and Corporate

Christopher J.

29 unchanged sentences

The Compensation Charter is available on the Company’s Internet website at www.investor.cineverse.com.

The Compensation Committee, when determining executive compensation (including under the executive compensation program, as discussed below under the heading Compensation Discussion and Analysis), evaluates

the potential risks associated with the compensation policies and practices.

The Compensation Committee believes that the Company’s compensation programs are designed with an appropriate balance of risk and reward in relation to the Company’s overall compensation philosophy and do not encourage excessive or unnecessary risk-taking behavior.

30 unchanged sentences

In considering a candidate submitted by stockholders, the Nominating Committee will take into consideration the needs of the Board and the qualifications of the candidate.

Nevertheless, the Board may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and/or the Board does not perceive a need to increase the size of the Board.

Nevertheless, the Board may choose not to consider an unsolicited

recommendation if no vacancy exists on the Board and/or the Board does not perceive a need to increase the size of the Board.

There are no specific minimum qualifications that the Nominating Committee believes must be met by a Nominating Committee-recommended director nominee.

However, the Nominating Committee believes that director candidates should, among other things, possess high degrees of integrity and honesty;

have literacy in financial and

business matters;

have literacy in financial and business matters;

have no material affiliations with direct competitors, suppliers or vendors of the Company;

14 unchanged sentences

Pre-clearance by the Company is required for all equity transactions.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Company does not grant equity awards in anticipation of the release of material nonpublic information or for the purpose of affecting the value of executive compensation.

The Company’s policy and practice is not to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

The Board or Compensation Committee, as applicable, approves equity awards based on Company compensation objectives, applicable plan terms and relevant business considerations, and does not determine the timing or terms of such awards based on material nonpublic information .

Stock Ownership Guidelines

The Board has adopted stock ownership guidelines for its non-employee directors, pursuant to which the non-employee directors are required to acquire, within three (3) years, and maintain until separation from the Board, shares equal in value to a minimum of three (3) times the value of the annual cash retainer (not including committee or per-meeting fees) payable to such director.

or per-meeting fees) payable to such director.

Shares acquired as Board retainer fees and shares owned by an investment entity with which a non-employee director is affiliated may be counted toward the stock ownership requirement.

8 unchanged sentences

Our core business does not result in any significant negative environmental effects.

We note our leading role in the conversion, starting in 2005, from using analog films, which

had to be shipped to theatre destinations, causing greenhouse gas emissions and ultimately waste of the film after use, to digital projection of virtually all major and independent studio films, which are now electronically delivered to theatre destinations.

We note our leading role in the conversion, starting in 2005, from using analog films, which had to be shipped to theatre destinations, causing greenhouse gas emissions and ultimately waste of the film after use, to digital projection of virtually all major and independent studio films, which are now electronically delivered to theatre destinations.

In addition, our current business concentrates on digital and streaming distribution of content, which again is environmentally-friendly.

18 unchanged sentences

We encourage our employees to give back to the community.

In 2021, we initiated a Community Service Policy that provides paid time off to employees volunteering with qualified charitable organizations or causes (which organizations or causes may not discriminate based on creed, race, color, national origin, religion, age, disability, sex, gender, identity, sexual orientation, pregnancy or any other legally protected classification).

We maintain a Community Service Policy that provides paid time off to employees volunteering with qualified charitable organizations or causes (which

organizations or causes may not discriminate based on creed, race, color, national origin, religion, age, disability, sex, gender, identity, sexual orientation, pregnancy or any other legally protected classification).

In addition, we have implemented a summer internship program in conjunction with C5 Youth Foundation of Southern California, a non-profit inner-city youth program.

5 unchanged sentences

Name and Principal Position(s)

Bonus ($) (1)

Stock Awards ($) (2)

8 unchanged sentences

(1) The Company's bonus program, the MAIP incentive program, is described below.

For fiscal year 2024 and 2023, the MAIP bonuses were settled in the Company's Common Stock.

(2) Includes performance share units (“PSUs”) earned during the respective fiscal year.

For fiscal year 2024, the MAIP bonuses were settled in the Company's Common Stock.

(2) Includes PSUs earned during the respective fiscal year.

(3) The amounts in this column reflect the grant date fair value for all fiscal years presented in accordance with FASB ASC Topic 718.

9 unchanged sentences

The 2022 McGurk Employment Agreement also provides that Mr.

McGurk will receive an annual base salary of $650,000 and will be eligible for (i) under the Company’s Management Annual Incentive Plan, a Target Bonus opportunity of $650,000 consistent with goals established from time to time by the Compensation Committee, (ii) under the 2017 Plan, performance share units for up to 25,000 shares of Common Stock, subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine, and (iii) under the 2017 Plan, 125,000 SARs having an exercise price of $9.60 and a term of ten (10) years, one-third (1/3) of which will vest on April 1 of each of 2023, 2024 and 2025, provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the 2017 Plan) or a termination other than for Cause (as defined in the 2022 McGurk Employment Agreement).

to be determined in the sole and absolute discretion of the Compensation Committee and financial performance targets, and such other terms as the Compensation Committee shall determine, and (iii) under the 2017 Plan, 125,000 SARs having an exercise price of $9.60 and a term of ten (10) years, one-third (1/3) of which will vest on April 1 of each of 2023, 2024 and 2025, provided that any unvested SARs shall immediately vest upon termination following a Change in Control (as defined in the 2017 Plan) or a termination other than for Cause (as defined in the 2022 McGurk Employment Agreement).

McGurk will also be entitled to participate in all benefit plans and programs that the Company provides to its senior executives.

72 unchanged sentences

Number of shares of Class A common stock remaining available for future issuance

Cineverse Second Amended and Restated 2000 Equity

Incentive Plan (“the 2000 Plan”)

Cineverse Second Amended and Restated 2000 Equity Incentive Plan (“the 2000 Plan”)

Cineverse 2017 Equity Incentive Plan (the “2017 Plan”)

22 unchanged sentences

Grants of SARs are subject to vesting requirements, similar to those of stock options, determined by the Compensation Committee and set forth in agreements between the Company and the participants.

RSUs shall be similar to restricted stock except that no Class A common stock is actually awarded to the Participant on the grant date of the RSUs and the Compensation Committee shall have the discretion to pay such RSUs upon vesting in cash or shares of Common Stock or a combination thereof.

RSUs shall be

similar to restricted stock except that no Class A common stock is actually awarded to the Participant on the grant date of the RSUs and the Compensation Committee shall have the discretion to pay such RSUs upon vesting in cash or shares of Common Stock or a combination thereof.

Performance awards consist of awards of stock and other equity-based awards that are valued in whole or in part by reference to, or are otherwise based on, the market value of the Common Stock, or other securities of the Company, and may be paid in shares of Common Stock, cash or another form of property as the Compensation Committee may determine.

21 unchanged sentences

Grants of performance awards shall entitle participants to receive an award if the measures of performance established by the Committee are met.

Such measures shall be established by the Compensation Committee but the relevant measurement period for any performance award must be at least 12 months.

Such measures shall be established by the Compensation

Committee but the relevant measurement period for any performance award must be at least 12 months.

The terms of grants of performance awards would be set forth in agreements between the Company and the participants.

6 unchanged sentences

EQUITY AWARDS (1)

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Number of Securities

Underlying Unexercised Options

Exercisable (#)

Number of Securities

Underlying Unexercised Options

Unexercisable (#)

Exercise Price ($)

Expiration Date

Number of Shares

or Units of Stock

That Have Not Vested (#)

Market Value of Shares

or Units of Stock

That Have Not Vested ($)

Christopher J.

2 unchanged sentences

(3) Consists of stock appreciation rights, of which 62,500 vested on each of November 19, 2020 and March 31, 2023.

(4) Consists of stock appreciation rights, of which 41,666 vested on April 1, 2023, and 41,667 subsequently vested on April 1, 2024, and 41,667 will vest on April 1, 2025.

(4) Consists of stock appreciation rights, of which 41,666 vested on April 1, 2023, 41,667 vested on April 1, 2024, and 41,667 vested on April 1, 2025.

(5) Consists of stock appreciation rights, of which 1/3 of which vested on December 10 of each 2019, 2020 and 2021.

(6) Consists of stock appreciation rights, of which 25,000 vested on March 31 of each 2022 and 2023, and 10,000 vested on June 30, 2023.

(7) Of such stock appreciation rights, 13,334 vested on May 16, 2024, 13,333 will vest on May 1, 2025 and 13,333 will vest on May 1, 2026.

(7) Of such stock appreciation rights, 13,334 vested on May 16, 2024, 13,333 vested on May 1, 2025 and 13,333 vest on May 1, 2026.

(8) Consists of stock appreciation rights, of which 1/3 vested on March 31 of each 2019, 2020, and 2021.

(9) Of such stock appreciation rights, 25,000 vested on March 31, 2022, 25,000 vested on March 31, 2023 and 10,000 vested on December 31, 2023.

(10) Of such stock appreciation rights, 25,000 vested on May 16, 2024, 25,000 will vest on May 1, 2025 and 25,000 will vest on May 1, 2026.

(11) Consist of restricted stock awards and restricted stock units, of which 1/3 will vest on April 25 th of each 2025, 2026 and 2027.

Market value of stock awards is determined using the closing price of the Company's stock as of March 31, 2025.

(10) Of such stock appreciation rights, 25,000 vested on May 16, 2024, 25,000 vested May 1, 2025 and 25,000 vest on May 1, 2026.

(11) Consists of 100,000 restricted stock awards and 100,000 restricted stock units, of which 1/2 vest on April 25 of each of 2026, 2027 and 2028.

Each restricted stock unit has a value equal to one share of Class A common stock.

(12) Each restricted stock unit has a value equal to one share of Class A common stock.

Of such RSUs, 40,000 vest on May 1 of each of 2026, 2027 and 2028.

(13) Each restricted stock unit has a value equal to one share of Class A common stock.

Of such RSUs, 87,669 vest on October 8 of each of 2026 and 2027 and 87,668 vest on October 8, 2028.

(14) Consists of 66,667 restricted stock awards and 66,667 restricted stock units, of which 66,666 vest on April 25, 2026 and 66,668 vest on April 25, 2027.

Each restricted stock unit has a value equal to one share of Class A common stock.

(15) Each restricted stock unit has a value equal to one share of Class A common stock.

Of such RSUs, 25,607 vest on May 1 of each of 2026 and 2027 and 25,606 vest on May 1, 2028.

(16) Each restricted stock unit has a value equal to one share of Class A common stock.

Of such RSUs, 43,430 vest on October 8 of each of 2026 and 2027 and 43,429 vest on October 8, 2028.

(17) Consists of 91,667 restricted stock awards and 91,667 restricted stock units, of which 91,666 vest on April 25 of 2026 and 91,668 vest on April 25, 2027.

Each restricted stock unit has a value equal to one share of Class A common stock.

(18) Each restricted stock unit has a value equal to one share of Class A common stock.

Of such RSUs, 31,517 vest on May 1 of each of 2026 and 2027 and 31,516 vest on May 1, 2028.

(19) Each restricted stock unit has a value equal to one share of Class A common stock.

Of such RSUs, 48,049 vest on October 8 of each of 2026, 2027 and 2028.

Non-employee Directors

2 unchanged sentences

Mary Ann Halford (1)

(1) All non-employee directors each received 24,433 shares of restricted stock during the Last Fiscal Year, of which 1/2 remain unvested as of March 31, 2025.

(1) Mary Ann Halford joined the board on December 8, 2023.

15 unchanged sentences

Mary Ann Halford

Corsair Capital Management, L.P.

All directors and executive officers as a group (10 persons)

* Less than 1%.

(a) Unless otherwise indicated, the business address of each person named in the table is c/o Cineverse Corp., 224 W.

12 unchanged sentences

Brown disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

(g) Includes (i) 21,585 shares of Common Stock owned directly, (ii) 410,884 shares of Common Stock held by Mingtai Investment LP (“Mingtai”), (iii) 194,931 shares of Common Stock held by Antai Investment LP (“Antai”), and (v) 331,382 shares of Common Stock held by Shangtai Asset Management LP (“Shangtai”).

BEMG is wholly-owned by Bison Capital Holding Company Limited.

Xu’s spouse, Fengyun Jiang, is the sole owner of Bison Capital Holding Company Limited.

Mingtai is indirectly managed by a subsidiary of Bison Finance Group Limited (“BFGL”), which is controlled by Mr.

Shangtai is indirectly managed by a subsidiary of BFGL.

Xu controls the manager of the general partner of Antai.

The business address of Mr.

Xu is 609-610 21st Century Tower, No.

40 Liangmaqiao Road, Chaoyang District, Beijing, China, 100016.

Information presented is based on Amendment No.

4 to Schedule 13D filed by Mr.

Xu on May 31, 2023.

(h) Includes (i) 790,602 shares of Common Stock, including 69,193 shares underlying currently exercisable warrants, held by Corsair Capital Partners LP, (ii) 116,660 shares of Common Stock, including 10,045 shares underlying currently exercisable warrants, held by Corsair Capital Partners 100 LP, and (iii) 34,482 shares of Common Stock, including 4,095 shares underlying currently exercisable warrants, held by Corsair Capital Investors Ltd.

Corsair Capital Management, L.P serves as the investment adviser to each of these entities and are deemed to have shared voting and dispositive power over the shares held by them.

Petschek and Mr.

Steven Major are (My controlling persons of Corsair Capital Management, L.P, and are deemed to have shared voting and dispositive power over these shares.

The principal business address for each of Corsair Capital, Corsair 100, Corsair Management, Mr.

Petschek and Mr.

Major is 18 East 48th Street, 20th Floor, New York, NY 10017.

The principal business address for Corsair Investors is M&C Corporate Services Ltd, Box 309, George Town, Cayman Islands KY1-1104.

Information presented is based on Amendment No.

1 to Schedule 13G filed on May 15, 2025.

(i) Includes a total of 630,296 shares that are not currently outstanding, consisting of (i) 250 shares of Common Stock underlying currently exercisable options and (ii) 630,046 shares of Common Stock underlying currently exercisable stock appreciation rights.

(g) Includes a total of 683,964 shares that are not currently outstanding, consisting shares of Common Stock underlying currently exercisable stock appreciation rights.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

53 unchanged sentences

Specimen certificate representing Series A Preferred Stock.

Security Agreement, dated as of October 18, 2011, among CDF2 Holdings, LLC and each Grantor from time to time party thereto and Société Générale, New York Branch, as Collateral Agent for CHG-Meridian U.S.

Se curity Agreement, dated as of October 18, 2011, among CDF2 Holdings, LLC and each Grantor from time to time party thereto and Société Générale, New York Branch, as Collateral Agent for CHG-Meridian U.S.

Finance, Ltd.

14 unchanged sentences

Form of Common Warrant (36)

Form of Note dated as of February 12, 2026 (51)

Form of Warrants (Notes) (51)

Description of Securities

1 unchanged sentence

Amendment dated May 9, 2008 to the Second Amended and Restated 2000 Equity Incentive Plan of the Company.

Form of Notice of Restricted Stock Award.

F orm of Notice of Restricted Stock Award.

Form of Non-Statutory Stock Option Agreement.

44 unchanged sentences

7 to the 2017 Equity Incentive Plan.

Equipment Purchase Agreement effective as of March 17, 2021 between Cinedigm Digital Funding I, LLC and American Multi-Cinema, Inc.

Equipment Purchase Agreement effective as of March 17, 2021 between Access Digital Cinema Phase 2, Corp., Access Digital Cinema Phase 2 B/AIX Corp.

and American Multi-Cinema, Inc.

Amendment No.

8 to the 2017 Equity Incentive Plan.

[Intentionally omitted]

Employment Agreement between Cinedigm Corp.

28 unchanged sentences

and the Guarantors party thereto.

Amendment No.

1 to Second Amended and Restated Loan, Guaranty and Security Agreement, dated as of March 17, 2026, by and among East West Bank, Cineverse Corp.

and the Guarantors party thereto.

Employment Agreement between Cinedigm Corp.

6 unchanged sentences

and Erick Opeka dated as of May 1, 2025.

Am ended and Restated Equity Purchase Agreement dated March 25, 2022 among the Company, and David Chu, Augustine Hong, Helen Hong, Michael Hong, Justin Lee, Steven Park, and Kingsoon Ong (collectively, the “Sellers”) and David Chu as representative of the Sellers .

Amended and Restated Equity Purchase Agreement dated March 25, 2022 among the Company, and David Chu, Augustine Hong, Helen Hong, Michael Hong, Justin Lee, Steven Park, and Kingsoon Ong (collectively, the “Sellers”) and David Chu as representative of the Sellers .

Employment Agreement between Cinedigm Corp.

2 unchanged sentences

and Antonio Huidor dated as of May 1, 2025.

Securities Purchase Agreement dated June 14, 2023.

Employment Agreement dated September 14, 2023 between Cineverse Corp.

and Mark Lindsey (Certain Portions Omitted).

Employment Agreement between Cineverse Corp.

and Mark Lindsey dated as of September 23, 2026.

Separation Letter dated as of May 8, 2026 between Cineverse Corp.

and Mark Lindsey .

Consulting Agreement dated as of May 9, 2026 between Cineverse Corp.

and Mark Lindsey .

Sales Agreement, dated May 3, 2024 between Cineverse Corp., A.G.P./Alliance Global Partners and The Benchmark Company, LLC.

Loan and Security Agreement dated as of April 5, 2024 by and among Cineverse Terrifier LLC, BondIt LLC, and the Guarantors named therein .

Stock Purchase Agreement dated as of February 12, 2026 by and among Cineverse Corp.

and the Sellers named therein.

Form of IndiCue Registration Rights Agreement dated as of February 12, 2026.

Form of Note Purchase Agreement dated as of February 12, 2026.

Form of Notes Registration Rights Agreement dated as of February 12, 2026.

Employment Agreement dated March 16, 2026 and effective April 20, 2026 between Cineverse Corp.

and Sean McCabe .

Exchange Agreement dated April 27, 2026 between Cineverse Corp.

and OCI-Cinedigm, LLC.

Insider Trading Policy.

50 unchanged sentences

(29) Previously filed with the Securities and Exchange Commission on August 13, 2021 as an exhibit to the Company’s Form 8-K/A (File No.

(30) Previously filed with the Securities and Exchange Commission on July 30, 2021 as an exhibit to the Company’s Form 10-K (File No.

(30) [Intentionally omitted]

(31) Previously filed with the Securities and Exchange Commission on September 9, 2021 as an exhibit to the Company’s Form 10-Q (File No.

16 unchanged sentences

(48) Previously filed with the Securities and Exchange Commission on July 1, 2024 as an exhibit to the Company’s Form 10-K (File No.

(49) Previously filed with the Securities and Exchange Commission on September 29, 2025 as an exhibit to the Company’s Form 8-K (File No.

(50) Previously filed with the Securities and Exchange Commission on November 21, 2025 as an exhibit to the Company’s Form 8-K (File No.

(51) Previously filed with the Securities and Exchange Commission on February 17, 2026 as an exhibit to the Company’s Form 8-K (File No.

(52) Previously filed with the Securities and Exchange Commission on April 15, 2026 as an exhibit to the Company’s Form 8-K (File No.

(53) Previously filed with the Securities and Exchange Commission on May 1, 2026 as an exhibit to the Company’s Form 8-K (File No.

(54) Previously filed with the Securities and Exchange Commission on May 28, 2026 as an exhibit to the Company’s Form 8-K (File No.

(55) Previously filed with the Securities and Exchange Commission on June 30, 2025 as an exhibit to the Company’s Form 10-K (File No.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

7 unchanged sentences

June 26, 2026

/s/ Mark Lindsey

/s/ Sean McCabe

Chief Financial Officer

10 unchanged sentences

(Principal Executive Officer)

/s/ Mark Lindsey

/s/ Sean McCabe

Chief Financial Officer

9 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.

What changed 10-K

Item 9A. Controls and Procedures