Item 1A. Risk Factors
Item 1A. RISK FACTORS
The information in this Form 10-Q should be read in conjunction with the risk factors described in “Risk Factors” in Item 1A of our 2025 10-K and the information under “Forward-Looking Statements” in this Form 10-Q and in our 2025 10-K.
There have been no material changes from the risk factors as previously disclosed in “Risk Factors” in Item 1A of our 2025 10-K, except as described below:
Our business could be materially and adversely affected due to the actions of activist stockholders. On June 4, 2026, a group of stockholders led by Andrew Schornack (the “Reporting Persons”) filed a Schedule 13D reporting beneficial ownership of approximately 9.1% of our outstanding common stock (as amended through Amendment No. 3 filed July 29, 2026). On July 27, 2026, the Reporting Persons asked for a seat on the Company’s Board of Directors, which request has been taken under advisement and will be considered by the Governance and Nomination Committee of the Board of Directors (the “Committee”) at a forthcoming Committee meeting. Assuming the Committee determines to recommend the creation of a vacancy, the Committee would evaluate such nominee (once he or she has been identified by the Reporting Persons) in accordance with the Company’s Corporate Governance Guidelines. There can be no assurance that the Committee will recommend, or that the Board will approve, the appointment of the Reporting Persons’ nominee to the Board. Any escalation by this group into a proxy contest or other adversarial action could increase costs, divert management attention, create uncertainty, and materially harm our business, stock price, and ability to consummate value-maximizing transactions.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.