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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-04-01 · 461 added, 89 removed, 97 unchanged (85% of the section changed)

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Evaluation of Disclosure Controls and Procedures

The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer (principal executive officer) and the Company’s Vice President of Finance (principal financial and accounting officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2023, pursuant to Exchange Act Rule 13a-15.

Based upon that evaluation, the Company’s principal executive officer and the principal accounting officer concluded that the Company’s disclosure controls and procedures as of December 31, 2023 were effective.

The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officers and principal financial and accounting officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, pursuant to Exchange Act Rule 13a-15.

Based upon that evaluation, the Company’s co-principal executive officers and its principal accounting and finance officer concluded that the Company’s disclosure controls and procedures as of December 31, 2024 were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Vice President of Finance, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023.

Under the supervision and with the participation of our management, including our co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024.

In conducting its evaluation, our management used the criteria set forth by the framework in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, management believes our internal control over financial reporting was effective as of December 31, 2024.

Inherent Limitations on Control Systems

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Under guidelines established by the SEC, companies are allowed to exclude an acquired business from management's report on internal control over financial reporting for the first year subsequent to the acquisition while integrating the acquired operations.

However, business combination and entity level controls are not covered by the exemption.

The Company acquired Bloomia on February 22, 2024.

Accordingly, management excluded Bloomia from its assessment of the Company’s internal control over financial reporting.

Business combination and entity level controls were assessed.

Total assets and net loss of Bloomia represented approximately 98% and 50%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Other than the Bloomia acquisition , as discussed below, there were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting occurred during the Company’s most recently completed fiscal quarter that would have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

During the year, we completed the acquisition of a majority interest in Bloomia B.V.

(“Bloomia”) which represents a material change in internal control over financial reporting since management’s last assessment.

Prior to the acquisition, Bloomia was a private company and has not been subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements to which public reporting companies may be subject.

As part of our ongoing integration activities, we are continuing to incorporate our controls and procedures into the acquired Bloomia subsidiaries and to augment our company-wide controls to reflect the risks inherent in an acquisition of this type.

In particular, the Company adopted controls related to impairment of long-lived assets and the determination of a weighted-average interest rate in the fiscal year as these are critical accounting estimates resulting from the acquisition.

Other Information

During the three months ended December 31, 2024, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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Directors, Executive Officers and Corporate Governance

Incorporated into this Item by reference is the information appearing under the headings “Proposal One – Election of Directors,” “Corporate Governance and Board Matters,” “Submission of Stockholder Proposals and Nominations” and, if any, “Delinquent Section 16(a) Reports,” in our Proxy Statement for our 2024 Annual Meeting of Stockholders we intend to file with the SEC (the “Proxy Statement”).

Information about our Executive Officers

As of the date of filing this Form 10-K, the following individuals were executive officers of the Company.

President, Chief Executive Officer and Secretary

Vice President of Finance

Co-Chief Executive Officer

Chief Financial Officer, Treasurer and Secretary

Chief Executive Officer of Bloomia B.V.

Uglem has served as President and CEO since August 2023.

Previously he served as Senior Vice President of Lending from March 2023 to August 2023.

Uglem has over twenty years of experience in credit and lending, most recently as Ag Credit and Lending Director at Air T, Inc.

from February 2019 to March 2023.

Uglem spent nearly 13 years at CHS Inc., serving most recently as Credit Director from 2014 to January 2019.

Early in his career, he held positions at AgCountry Farm Credit Services and Affinity Plus Credit Union, as well as being involved in his family’s farming operation in North Dakota.

Uglem holds a Bachelor of Science in Agricultural Economics from North Dakota State University.

Weber has served as Vice President of Finance since January 2022.

Previously he served as Senior Director of Financial Planning and Analysis from December 2020 to January 2022.

He has served in the role of principal accounting officer since January 2021.

He served as Director of Financial Planning and Analysis from 2015 to December 2020, and as a Senior Financial Analyst for the Company from 2013 to 2015.

Before joining the Company, Mr.

Weber held analyst and accounting positions at Target Corporation with increasing responsibility from 2003 to 2013.

He began his career as an auditor at McGladrey & Pullen from 2002 to 2003.

Weber holds a Bachelor of Arts degree in Accounting from the University of St.

Thomas and an MBA in Finance & Management, from the University of St.

Thomas - Opus College of Business.

Jundt has served as Co-Chief Executive Officer since June 2024 and Chairman of the Board since 2023.

He also serves as General Counsel & Corporate Secretary of Air T, Inc.

AIRT) since 2018.

In this role, Mr.

Jundt provides strategy, risk management, governance and legal oversight.

Prior to that role, Mr.

Jundt oversaw the Global Litigation function at CHS Inc., a Fortune 100 grain and energy company.

Jundt has extensive experience in corporate governance, mergers and acquisitions, and litigation.

He holds a Bachelor of Business Administration from North Dakota State University and a law degree from Hamline University.

Philp has served as Co-Chief Executive Officer since June 2024.

He also serves as Senior Vice President of Corporate Development at Air T, Inc.

AIRT) since 2014.

In this role, Mr.

Philp oversees the investigation of new business lines, acquisition targets and other strategic initiatives for Air T.

Prior to that role, Mr.

Philp worked as an Event Driven/Special Situations investment analyst/trader for Whitebox Advisors, where he was responsible for generating and evaluating non-market correlated investment opportunities as well as structured convertible PIPE (Private Issuance of Public Equity) transactions.

Philp holds a BA from St.

John’s University.

McShane has served as Chief Financial Officer, Treasurer and Secretary since May 2024.

McShane most recently served as Vice President and Corporate Controller at Regis Corporation since October 2021.

In this role, Ms.

McShane oversaw accounting, tax, reporting and risk management.

Previously, she served as Associate Vice President Consolidations, Technical Accounting and Reporting from 2018 to October 2021.

She started her professional career at KPMG, building a foundation in public accounting and she honed her SEC reporting skills as Director of SEC Reporting at Heidrick and Struggles.

McShane holds a Bachelor of Business Administration and Master of Science Accountancy degrees, both from the Mendoza College of Business at the University of Notre Dame.

Jansen has served as the Chief Executive Officer of Bloomia B.V.

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Born and raised in the Netherlands, Mr.

Jansen holds a Bachelor of Art degree in International Manager from University of Westminster, UK and ana Master of Art degree in Finance and Management from Cranfield University, UK.

Jansen holds a Bachelor of Art degree in International Management from University of Westminster, UK and a Master of Art degree in Finance and Management from Cranfield University, UK.

Over the past 12 years, Mr.

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There are no family relationships among any of the executive officers and directors of the Company.

Information about our Directors

As of the date of filing this Form 10-K, our board of directors was comprised of the following individuals.

Director & Nominee

Director Since

Director, Chairman of the Board and Co-Chief Executive Officer

Director and Co-Chief Executive Officer

Swenson also served as a director of the Company from November 2014 to March 2016.

Jundt has served as Co-Chief Executive Officer since June 2024.

See “Information about our Executive Officers” above for further information regarding Mr.

Jundt’s background and experience.

His experience as the chief legal officer at a public company provides important insight for our board of directors.

Herfurth is the owner of Bank Advantage Consulting, LLC, a position she has held since 2008.

She serves on the boards of directors for Grove Bank;

Park State Bank;

and Park Financial Group, Inc., a holding company for Park State Bank.

From 2008 to 2015 she also served as a principal and franchisee of Interface Financial Group.

Previously she served as a trading analyst and then product manager at GMAC-RESCAP, credit risk manager at Fingerhut and as a national bank examiner in the Office of the Comptroller of the Currency.

Herfurth holds a Bachelor of Science from St.

Cloud State University and an MBA – Finance from the University of Minnesota – Carlson School.

Herfurth’s experience as a bank regulator and valuable and relevant in overseeing financial and accounting functions, and our credit facility and indebtedness following the acquisition of Bloomia.

Johnson is a seasoned executive with extensive leadership experience at Fortune 250 companies.

With over 20 years of consumer-packaged goods, food, retail, and fresh supply chain and logistics experience.

Johnson has helped drive growth in marketing, new product development, brand expansion and general management roles.

Most recently, Mr.

Johnson led global marketing teams for two of C.H.

Robinson’s five operating divisions, generating new business, and leading teams on five continents.

Prior to that role, Mr.

Johnson was a Business Unit Director for General Mills Inc., leading businesses in five operating segments.

He brings a unique mix of B2B and B2C industry expertise coupled with demonstrated success in new business development.

He holds a Bachelor of Arts degree in Economics and Chemistry from St.

Olaf College and an MBA from the University of Minnesota.

His marketing, general management and business integration experience brings strategic insight to the board of directors as the Company enters a new phase of growth.

Kelly founded and has served as portfolio manager at MRKF Capital, an investment management firm, since May 2020.

Previously he was a director and trader at First Eagle Investment Management (formerly THL Credit Inc.) from 2017 to May 2020 and a Vice President and Senior Credit Analyst from 2006 to 2017.

He holds a Bachelor of Science from Miami University and an MBA from the University of Wisconsin.

Kelly’s extensive experience as a credit analyst allows him to provide important insight for our board of directors as we seek to grow our business.

Philp has served as Co-Chief Executive Officer since June 2024.

See “Information about our Executive Officers” above for further information regarding Mr.

Philp’s background and experience.

Philp’s experience with developing and executing transactions provides important insight, especially as we explore strategic growth.

Swenson has served as President and Chief Executive Officer of Air T, Inc.

(Nasdaq:AIRT) since 2014, having previously served in those roles on an interim basis since 2013.

Swenson is also the managing member of AO Partners, LLC, which is the general partner of AO Partners I, L.P.

Swenson has served on the boards of directors of Air T, Inc.

since 2013, Pro-Dex, Inc.

since 2012 and Delphax Technologies Inc.

Nick previously served as a portfolio manager and partner of Whitebox Advisers, LLC;

as a distressed debt analyst at Varde Partners;

and as a financial institutions investment banker at Piper Jaffray, Inc.

He has a BA in History from Middlebury College and an MBA from the University of Chicago.

Swenson’s experience in general management and capital allocation are relevant to the Company.

Committees of the Board of Directors

The current membership of the Board’s standing committees is set forth in the following table.

Governance, Compensation and Nominating

Independent Director

Audit Committee

Independence;

Qualifications.

Each member of the Audit Committee is an “independent director” as that term is defined by the Nasdaq Rules and “independent” as that term is defined by Rule 10A-3(b)(1) under the Securities Exchange Act of 1934.

The Board has also determined that Ms.

Herfurth has acquired the attributes necessary to qualify her as an “audit committee financial expert,” as that term is defined by the rules of the SEC.

The determination for Ms.

Herfurth was based primarily on experience analyzing and evaluating financial statements as a bank regulator and an evaluator of credit from both bank and non-bank lending in previous positions with The Office of the Comptroller of the Currency, Interface Financial Group, GMAC-RESCAP and Fingerhut.

Duties and Responsibilities.

The Audit Committee provides independent objective oversight of the Company’s financial reporting system.

As part of its responsibilities, the committee reviews and evaluates significant matters relating to the annual audit and the internal controls of the Company and communicates its analysis with management, reviews the scope and results of annual independent audits by, and the recommendations of, the Company’s independent auditors, reviews the independent auditor’s qualifications and independence and approves additional services to be provided by the auditors.

The committee is solely responsible for appointing, setting the compensation of and evaluating the independent auditors.

In addition, the committee:

(i) meets separately with management and the independent auditors on a periodic basis;

(ii) receives the independent auditors’ report on all critical accounting policies and practices and other written communications;

(iii) reviews management’s statements concerning its assessment of the effectiveness of internal controls and the independent auditors’ report on such statements, as applicable;

and (iv) reviews and discusses with management and the independent auditors the Company’s interim and annual financial statements and disclosures (including Management’s Discussion and Analysis) in its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K and the results of the quarterly financial reviews and the annual audit.

The committee has direct access to the Company’s independent auditors.

The committee also reviews and approves all related-party transactions.

Code of Ethics/Code of Conduct

We have in place a “code of ethics” within the meaning of Rule 406 of Regulation S-K, which is applicable to our senior financial management, including specifically our principal executive officer, principal financial officer, and principal accounting officer.

We have in place a “code of ethics” within the meaning of Item 406 of Regulation S-K, which is applicable to our senior financial management, including specifically our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the Code of Ethics is available on our website (www.lendway.com) under the “Corporate Governance” caption.

We intend to satisfy our disclosure obligations regarding any amendment to, or a waiver from, a provision of this code of ethics by posting such information on the same website.

Insider Trading Policies and Procedures

We have adopted an insider trading policy that governs the purchase, sale, and other dispositions and transactions in our securities by our directors, officers and employees, which is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as applicable listing standards.

Executive Compensation

The information appearing under the headings “Executive Compensation” and “Corporate Governance and Board Matters – Compensation of Non-Employee Directors” in the Proxy Statement is incorporated herein by reference.

Named Executive Officers

The following individuals are collectively referred to as our “Named Executive Officers” for fiscal year 2024:

Co-Chief Executive Officer

Chief Financial Officer, Treasurer and Secretary

Chief Executive Officer of Bloomia

Former President and Chief Executive Officer

Former Vice President of Finance

Jundt and Philp were appointed to serve as Co-Chief Executive Officers effective July 1, 2024.

McShane was appointed to serve as Chief Financial Officer, Treasurer and Secretary effective May 20, 2024.

Uglem resigned from all positions with the Company effective July 1, 2024.

Weber resigned from all positions with the Company effective June 3, 2024.

Summary Compensation Table

The following table sets forth information about all compensation (cash and non-cash) for each individual who served as our principal executive officer in fiscal year 2024, the two other most highly compensated executive officers in fiscal year 2024 who were still serving as such on December 31, 2024 and an additional individual for whom disclosure would have been provided but for the fact that he did not serve as an executive officer on December 31, 2024 (together referred to as the “Named Executive Officers” or “NEOs”), along with information concerning compensation earned for services in all capacities during each of the fiscal years ended December 31, 2024 and 2023.

Name and Position

All Other Compensation (3)

Co-Chief Executive Officer

Chief Financial Officer, Treasurer and Secretary

Chief Executive Officer of Bloomia B.V.

Former President and Chief Executive Officer

Former Vice President of Finance

(1) Actual amounts paid, based on the number of payroll periods during the applicable fiscal year.

(2) Amounts shown include sign on and retention bonus payouts approved by the GCN Committee, as discussed below.

(3) Amounts shown represent employer 401(k) contribution match.

Jundt and Philp were appointed to serve as Co-Chief Executive Officers effective July 1, 2024.

They received $22,000 and $17,000, respectively for Director compensation included in All Other Compensation in the table above.

McShane was appointed to serve as Chief Financial Officer, Treasurer and Secretary effective May 20, 2024.

Uglem’s employment with the Company started March 31, 2023 and ended on July 1, 2024.

Weber departed all positions with the Company on June 3, 2024.

(8) Includes $80,000 severance payment pursuant to Mr.

Weber’s employment agreement, as discussed below.

Philp was awarded a restricted stock award by the Board of Directors related to his role in acquiring Bloomia.

Fiscal Year 2024 Executive Compensation

The principal components of compensation for the Named Executive Officers were:

(i) base salary and (ii) cash bonuses.

These components of compensation are summarized below, followed by a description of each Named Executive Officer’s individual agreements with the Company and the compensation received thereunder.

Base Salaries

Base salaries for each of our Named Executive Officers were initially established based on arm’s-length negotiations with the applicable executive.

The GCN Committee reviews each executive officer’s salary at least annually.

When negotiating or reviewing base salaries, the committee considers market competitiveness based on the experience of its members, the executive’s expected future contributions to our success and the relative salaries and responsibilities of our other executives, in addition to any applicable terms of any employment agreement with the executive.

During fiscal year 2024, no changes were made to any Named Executive Officer’s annual base salary.

Bonus Arrangements

On June 3, 2024, Mr.

Jundt received a cash payment of $50,000 as recommended by the GCN Committee and approved by the Board of Directors, recognizing his extraordinary contributions to the negotiation and completion of the Bloomia Acquisition.

Uglem’s bonus arrangement for 2024 and 2023 provided that he was eligible to receive a potential payout based on achievement of performance targets established by the Board and prorated based on the period of his employment with the Company.

Uglem received $67,500 in fiscal years 2024 and 2023 related to performance targets achieved in fiscal years 2023 and 2022, respectively.

In fiscal year 2024, Mr.

Uglem was transitioned to a quarterly bonus and received $78,750 in bonus payments related to performance targets achieved in fiscal year 2024.

CFO Bonus Arrangements

Beginning with the second quarter of the 2024 fiscal year, Ms.

McShane was eligible to earn and receive a discretionary quarterly cash incentive compensation award, with a target quarterly cash incentive compensation award of thirty-five percent (35%) of the Base Salary and a maximum quarterly cash incentive compensation award of sixty-five percent (65%) of the Base Salary.

There is no minimum guaranteed quarterly cash incentive amount and any quarterly cash incentive award determined by the Board in its sole discretion based on achievement of performance targets as proposed by management and approved by the Board.

In fiscal year 2024, Ms.

McShane earned $66,399 of incentive compensation.

In fiscal year 2024, Mr.

Weber received $48,000 of incentive compensation related to performance targets achieved in fiscal year 2023.

Retention Bonus Arrangements

In January 2023, the GCN Committee approved a retention bonus opportunity for Mr.

Weber, with a potential payout of $48,000.

The bonus was conditioned upon Mr.

Weber being continuously employed by the Company through December 31, 2023.

The 2023 retention bonus was paid in full in 2023.

Effective August 4, 2023, the Company entered into a letter agreement with Mr.

Weber, amending certain terms of his employment agreement and his existing retention letter agreement from January 2023 to, among other things payout his January retention bonus no later than August 7, 2023;

and provide for an additional retention bonus of $150,000.

Weber was eligible to earn the second retention bonus if (1) the Company timely filed its annual report on Form 10-K for the fiscal year ending December 31, 2023 and (2) he remained employed by the Company through at least March 31, 2024 or such later date on which the annual report is timely filed.

If the Company had terminated Mr.

Weber’s employment without cause before such payment date, then he would have received the second retention bonus payment, subject to his signing and not rescinding a release of claims.

The second retention payment was paid in full in April 2024.

Employment Agreements

The Company was party to employment agreements with Mr.

Uglem and Mr.

Each employment agreement provided that the employee would have received an established annual base salary, subject to increase from time to time, target incentive compensation awards, and participation in customary benefit plans and programs.

We are party to an employment agreement with Ms.

McShane dated May 2, 2024, pursuant to which she is entitled to an initial base salary of $225,000.

For each of our fiscal quarters, beginning with the second quarter of 2024, Ms.

McShane is eligible to earn and receive a discretionary quarterly cash incentive compensation award, with a target quarterly cash incentive compensation award of 35% and a maximum quarterly cash incentive compensation award of 65%, in each case based on the base salary paid to her during that quarter, with no minimum guaranteed quarterly cash incentive amount.

The actual amount of any quarterly cash incentive award will be determined by the GCN Committee in its sole discretion.

Performance targets for annual or quarterly cash incentive compensation also may be determined by the Board in its

McShane will also be eligible to participate in our other benefits programs, including awards under our employee stock purchase plan and other equity incentive plans.

We are party to employment agreements with Messrs.

Jundt and Mr.

Philp, in each case dated June 11, 2024, pursuant to which each is entitled to receive an initial base salary of $100,000.

The employment agreements do not contain any provisions for cash or equity incentive programs or severance.

Severance and Change in Control Arrangements with Named Executive Officers

Under the employment agreements with Mr.

Uglem and Mr.

Weber, in the event of the employee’s involuntary termination without cause or voluntary termination with good reason, provided that the employee signs a release and agrees to post-termination restrictive covenants, he will be eligible to receive accrued and unpaid compensation as well as the following severance pay and benefits:

(1) the annual incentive compensation they would have been entitled to receive for the year in which their termination occurs as if they had continued until the end of that fiscal year, determined based on the Company’s actual performance for that year relative to any applicable performance goals, prorated for the number of days in the fiscal year through the termination date and generally payable in a cash lump sum at the time such incentive awards are payable to other participants;

(2) a percentage ( 50% for Mr.

Uglem and Mr.

Weber) of their annual base salary as in effect at the time of termination, payable in a single lump sum payment no later than 60 days following the termination date;

and (3) welfare benefit continuation for six months for Mr.

Uglem and for three months for Mr.

Weber following termination.

In the event of death, disability, involuntary termination for cause or voluntary termination without good reason, each will be entitled to accrued and unpaid compensation as provided in the Employment Agreement.

“Cause” was defined in each Employment Agreement as (a) the deliberate and continued failure to substantially perform the duties and responsibilities;

(b) the criminal felony conviction of, or a plea of guilty or nolo contendere;

(d) the act of fraud or dishonesty resulting or intended to result in personal enrichment at the expense of the Company;

(e) the gross misconduct in performance of duties that results in material economic harm to the Company;

or (f) the material breach of the Employment Agreement by the employee.

Both of the employment agreements defined “good reason” to include demotion, reduction in salary or benefits, and certain other events.

Uglem departed all positions with the Company voluntarily and he did not receive any severance payment or other termination benefits.

Weber departed all positions with the Company citing “good reason.” The Company had previously agreed to extend the period during which Mr.

Weber could assert “good reason” with respect to the August 2023 sale of its in-store marketing business through April 15, 2024 and had further agreed to extend that period through April 30, 2024 pursuant to a letter agreement dated April 16, 2024.

Weber has expressed his commitment to ensuring a smooth transition of his responsibilities.

He received a severance payment totaling $80,000.

The employment with Ms.

McShane provides that, if Ms.

McShane’s employment is terminated by us for any reason other than “cause” (as defined in the agreement), then, provided that she signs a release and agrees to post-termination restrictive covenants, she will be eligible to receive accrued and unpaid compensation as well as the sum of six months of her annualize base salary as of the date of the termination, less all legally required and authorized deductions and withholdings, payable in substantially equal increments during the six-month period following the termination date.

So long as she is employed by us longer than one year, that amount will increase by one month for every full year of service, up to a total of twelve months.

Compensation of Non-Employee Directors

The following table summarizes the compensation paid to our directors for fiscal year 2024.

Fees Earned or Paid Cash (1)

(1) Reflects annual Board retainer for attending Board, committee and conference call meetings earned during fiscal year 2024, inclusive of amounts related to the Director Deferred Compensation Plan for Director.

As of December 31, 2024, the following directors held shares under the Plan:

Herfurth held 6,634 shares, Mr.

Johnson held 10,676 shares, Mr.

Jundt held 4,756 shares, Mr.

Kelly held 5,125 shares, Mr.

Philp held 6,521 shares, and Mr.

Swenson held 8,030 shares.

Jundt and Philp were appointed to serve as Co-Chief Executive Officers effective July 1, 2024.

The compensation above is related to their service prior to becoming employees.

In 2024, non-employee directors received an annual cash retainer of $17,000 per year of service and the Chairman of the Board and each Committee Chair were eligible to receive an additional annual cash retainer of $5,000.

Director Deferred Compensation

Mary Herfurth, Chad Johnson, Mark Jundt, Matthew Kelly, Daniel Philp and Nicholas Swenson, each a non-employee director, are eligible to participate in our director deferred compensation plan (the “Director Deferred Compensation Plan”), which allows a director to make voluntary deferrals of up to 100% of their annual cash retainer and any additional committee chair cash retainer.

The Company does not match any contributions to the Director Deferred Compensation Plan.

Deferred cash retainer amounts, if any, are deemed to be invested in common stock equivalents having a value equal to the deferred cash retainer amounts based on the fair market value of a share of our common stock on the dates such amount would have otherwise been paid to the participant.

Dividends, if any, accrued on such common stock equivalents are deemed to be similarly deferred and credited to the director’s deferred stock account.

A participating director will receive a distribution of their deferred stock account, consisting of one share of stock for each common stock equivalent credited to their deferred stock account as of the date of distribution, as soon as practicable following the director’s separation from service as a director of the Company.

Section 5.9 of the Director Deferred Compensation Plan provides that, in the event a “change in control” of the Company occurs, each director will receive a lump sum distribution of cash equal to the value of all common stock equivalents credited to such director’s account as of the immediately preceding quarterly payment date based on the highest “fair market value” during the 30 days immediately preceding the change in control.

As defined in the Plan, a “change in control” includes, among other things, a consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets subject to certain exceptions.

However, the Board waived applicability of Section 5.9 of the Plan with respect to the completion of the sale of our legacy in-store marketing business.

Accordingly, the Director Deferred Compensation Plan is expected to continue to remain in place under its current terms and conditions.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth summary information regarding the outstanding equity awards held by our Named Executive Officers at December 31, 2024.

Number of Shares or Units of Stock That Have Not Vested

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

(1) Award vests in equal installments on each of the first, second, and third anniversaries of the grant date.

Tax Considerations

Section 409A of the Internal Revenue Code also affects the payments of certain types of deferred compensation to key employees and includes requirements relating to when payments under such arrangements can be made, acceleration of benefits, and timing of elections under such arrangements.

Failure to satisfy these requirements will generally lead to an acceleration of the timing for including deferred compensation in an employee's income, as well as certain penalties and interest.

Policies and Practices Related to the Grant of Certain Equity Awards

We do not have any formal policy that requires us to grant, or avoid granting, equity awards to our executive officers at certain times .

The timing of any equity grants to executive officers in connection with new hires, promotions, or other

non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

As a result, in all cases, the timing of the grant of stock options, occurs independent of the release of any material, non-public information, and we do not time the disclosure of material

non-public information for the purpose of affecting the value or exercise price of stock options .

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information appearing under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

The following table presents certain information regarding our equity compensation plans, the 2013 Omnibus Stock and Incentive Plan (the”2013 Plan”), the 2018 Plan and our Employee Stock Purchase Plan as of December 31, 2024.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (2)

Equity Compensation plans approved by security holders

Equity Compensation plans not approved by security holders

(1) 1,463 shares under the 2013 Plan expired during the fiscal year and there are no options outstanding.

There were no awards outstanding under the 2018 Plan.

(2) Includes 22,945 shares available for issuance under our Employee Stock Purchase Plan and 77,138 shares available for issuance pursuant to future awards under the 2018 Plan.

The Company maintains the Employee Stock Purchase Plan, pursuant to which eligible employees, including named executive officers, can contribute up to ten percent of their base pay per year to purchase shares of Common Stock.

The shares are issued by the

Company at a price per share equal to 85% of market value on the first day of the offering period or the last day of the plan year, whichever is lower.

Security Ownership of Certain Beneficial Owners and Management

The following table presents information provided to the Company as to the beneficial ownership of common stock as of March 21, 2025, by:

(i) persons known to the Company to hold 5% or more of such stock;

(ii) each of the directors and nominees of the Company;

(iii) each of the Named Executive Officers;

and (iv) all directors, nominees and current executive officers as a group.

The address of each director and executive officer is 5000 West 36th Street, Suite 220, Minneapolis, Minnesota 55416.

Beneficial ownership includes shares available for purchase under options and subject to settlement under restricted stock units within 60 days after March, 21 2025.

Unless otherwise indicated, each person had sole voting power and sole investment power for all such shares beneficially held.

Amount and Nature of Beneficial Ownership (1)

Percent of Shares

Name and Address of Beneficial Owner

Directors and Named Executive Officers

All directors and current executive officers as a group (8 persons)

Significant Stockholders

(the "Stockholder Group")

5930 Balsom Ridge Road

Denver, NC 28037

* Less than one percent.

(1) Does not include 6,634, 10,676, 4,756, 5,125, 6,521 and 8,030 common stock equivalents held by Ms.

Herfurth, Mr.

Philp and Mr.

Swenson, respectively, under the Lendway, Inc.

Deferred Compensation Plan for Directors.

These common stock equivalents carry no voting rights and the recipient does not have the right to acquire any underlying shares within 60 days of December 31, 2024.

Uglem departed all positions with the Company on July 1, 2024.

Weber departed all positions with the Company on June 3, 2024.

(4) Includes 139,444 shares held indirectly through AO Partners I, L.P.

(“AO Partners Fund”).

AO Partner I, L.P.’s holding of 139,444 shares of our Common Stock, plus additional securities and collateral owned by AO Partners I, L.P., are pledged to secure a bank loan to AO Partners I, L.P.

Also, includes 60,284 shares held indirectly through Groveland Capital LLC (“Groveland Capital”), and 11,428 shares held by Glenhurst Co.

(“Glenhurst”).

Swenson is the Managing Member of Groveland Capital and may direct Groveland Capital as to the vote and disposition of the shares it holds.

Swenson is the Managing Member of AO Partners LLC (“AO Partners”), which is the General Partner of AO Partners Fund, and has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares held in the name of AO Partners Fund.

Swenson is the sole owner of Glenhurst, and he has the power to direct the affairs of Glenhurst, including the voting and disposition of shares held by Glenhurst.

(5) Includes all shares reported as beneficially owned by Mr.

Swenson above.

Remaining shares based on the Amended and Restated Schedule 13D filed with the SEC on October 1, 2024 by Air T, Inc., Groveland Capital, AO Partners Fund, AO Partners, Glenhurst, and Mr.

Swenson, reporting ownership as of September 30, 2024.

Swenson is the Chief Executive Officer and a director of Air T, Inc., which reported having sole dispositive and voting power over 486,819 shares and disclaims beneficial ownership of the securities held by Groveland, AO Partners Fund, AO Partners, Glenhurst and Mr.

Swenson disclaims beneficial ownership of the securities held by Air T, Inc.

Shares, if any, held by the Stockholder Group.

Certain Relationships and Related Transactions and Director Independence

The information appearing under the heading “Certain Relationships and Related-Party Transactions” and regarding director independence appearing under the heading “Corporate Governance and Board Matters” in the Proxy Statement is incorporated herein by reference.

Certain Relationships and Related-Party Transactions

The following is a summary of transactions since January 1, 2022 to which our Company has been a party and in which the amount involved exceeded $120,000, and in which any of our directors, executive officers, or beneficial owners of more than 10% of our capital stock had or will have a direct or indirect material interest, other than the compensation arrangements that are described under the heading “Executive Compensation” above.

Except as disclosed below, there were no other such transactions and we do not have any currently proposed transaction or series of similar transactions.

Delayed Draw Term Note

On August 15, 2024, the Company entered into an unsecured Delayed Draw Term Note (the “Note”) with Air T pursuant to which Air T has agreed to advance from time to time until August 15, 2026, but not on a revolving basis, up to $2,500,000 to fund the Company’s operations.

Amounts outstanding under the Note will bear interest at a fixed rate of 8.0%, which may be increased by 3.0% upon certain events of default.

The entire principal amount outstanding on the loans, together with accrued and unpaid interest thereon as set forth below, shall be due and payable in full on the earlier of (i) August 15, 2029, (ii) the Company’s receipt of a written demand by the Air T delivered on or after February 15, 2026, and (iii) such earlier date as all principal owing thereunder becomes due and payable by acceleration or otherwise (the “Maturity Date”).

The Company may prepay any loan outstanding thereunder, together with accrued and unpaid interest on such loan, at any time without prepayment or penalty.

As of December 31, 2024, the Company had $3,500,000 outstanding under the Note and had incurred $69,000 of deferred interest expense.

On September 27, 2024, the Company entered into an Amended and Restated Delayed Draw Term Note (the “Amended Note”) with Air T pursuant to which Air T has agreed to advance up to an additional $1,000,000 from time to time until August 15, 2026, but not on a revolving basis.

The Amended Note provides for total borrowing of up to $3,500,000 to fund the Company’s operations.

On January 15, 2025, the note was amended again to increase the total borrowing to $3,750,000.

As previously disclosed, amounts outstanding under the Amended Note bear interest at a fixed rate of 8.0%, which may be increased by 3.0% upon certain events of default.

The Amended Note remains scheduled to mature and all principal and accrued but unpaid interest will become due on August 15, 2029, subject to Air T’s right to demand payment on or after February 15, 2026.

No closing or origination fees will be paid to the Air T.

As previously disclosed, our acquisition of Bloomia B.V.

(“Bloomia”) in February 2024 through our subsidiary, Tulp 24.1, LLC (the “U.S.

Subsidiary”), was funded in part by $12.1 million cash proceeds pursuant to a bridge loan agreement, dated February 22, 2024 (the “Bridge Loan Agreement”), of which approximately $400,000 was provided by Mr.

Jansen, who became an executive officer of the Company in connection with the closing of the acquisition.

Interest will accrue and become payable annually on the outstanding balance under the Bridge Loan Agreement, starting at 8% for the first year and increasing 2% upon each of the four anniversaries thereafter.

The Company has provided an unsecured guaranty of the obligations of the U.S.

Subsidiary under the bridge loan.

As of December 31, 2024 no cash interest had been paid and $1,331,000 of interest expense was accrued under the Bridge Loan Agreement.

The text of the Bridge Loan Agreement was filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on February 26, 2024.

Subsidiary Ownership

On February 22, 2024, the U.S.

Subsidiary adopted an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) among the U.S.

Subsidiary, the Company, as the majority member (81.4% ownership interest), and Mr.

Jansen, as the sole minority member (18.6% ownership interest).

The LLC Agreement provides that the Company is the managing member of the U.S.

Subsidiary and holds full and complete discretion to manage and control its business and affairs.

The LLC Agreement does not directly provide for compensation to the Company its services as the managing member, but the U.S.

Subsidiary will reimburse the Company for all ordinary, necessary and direct expenses incurred when carrying out business for the U.S.

Although the terms of outstanding indebtedness restrict the U.S.

Subsidiary’s near-term ability to make distributions, as a member of the U.S.

Subsidiary, Mr.

Jansen is generally entitled to pro rata participation in distributions subject to any capital account balances or other terms of the LLC Agreement.

The text of the LLC Agreement was filed as Exhibit 10.4 to the Company’s current report on Form 8-K filed with the SEC on February 26, 2024.

Related Person Transaction Approval Policy

The SEC has specific disclosure requirements covering certain types of transactions that we engage in with our directors, executive officers or other specified parties.

The Company receives an informational questionnaire from each director, nominee for director, executive officer, and greater than five percent shareholder which contains information about related-party transactions between them and the Company.

The Company’s Audit Committee Charter assigns to the Audit Committee the responsibility to review and approve all related-party transactions.

The Audit Committee maintains a written policy for reviewing, approving and monitoring transactions involving the Company and related persons.

The committee reviews and must approve any related person transaction in which the Company is a participant before commencement of the transaction;

provided, however, that if a related person transaction is identified after it commences, it will be brought to the committee for review and possible ratification.

In determining whether to approve a related person transaction, the Audit Committee will analyze factors such as whether the transaction is material to the Company, the nature of the related person’s interest in the transaction, including their role in arranging the transaction, whether the transaction would impair the judgement of a director or executive officer to act in the best interests of the Company and its stockholders, and whether the terms are fair to the Company.

The Audit Committee will approve or ratify a transaction only if it determines that the transaction is beneficial to the Company and that the terms of the transaction are fair to the Company.

Approval of a related person transaction may be conditioned upon the Company and the related person following certain procedures designated in connection with its approval.

With regard to any transaction for which ratification is sought, the Audit Committee may require amendment or termination of the transaction under the authority conferred by the policy.

Corporate Governance and Board Matters

The business and affairs of the Company are conducted under the direction of the Board in accordance with the Company’s Articles of Incorporation and Bylaws, federal securities laws and regulations, applicable rules of the Nasdaq Stock Market (“Nasdaq Rules”), Board committee charters and the Company’s Code of Ethics.

Members of the Board are informed of the Company’s business through discussions with management, by reviewing Board meeting materials provided to them and by participating in meetings of the Board and its committees, among other activities.

Majority Independent Board

The Nasdaq Rules require that a majority of our Board be “independent directors” as that term is defined in the Nasdaq Rules.

Our Board has determined that each of our non-employee directors, namely Mary Herfurth, Chad Johnson, Matthew Kelly and Nick Swenson are “independent directors.” The Governance, Compensation and Nominating Committee and the Board considered Mr.

Swenson’s inclusion in the Shareholder Group in reaching the conclusion that he is an independent director.

Principal Accountant Fees and Services

The information regarding principal accounting fees and services appearing under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated herein by reference.

Fees Paid to Independent Registered Public Accounting Firm

The following table shows the fees for services rendered by Boulay PLLP (PCAOB ID 542) for the years ended December 31, 2024 and 2023.

Audit fees (1)

____________________

(1) Audit fees represent fees for professional services provided in connection with the audit of the Company and its subsidiaries’ financial statements and review of quarterly financial statements.

Audit Committee Pre-Approval Policy

The Company’s Audit Committee Charter states that before the principal accountant is engaged by the Company to render audit or non-audit services in any year, the engagement will be approved by the Company’s Audit Committee.

All of the fees paid in 2024 and 2023 were pre-approved by the Company’s Audit Committee.

Exhibits and Financial Statement Schedules

1 unchanged sentence

are included in Item 8:

Reports of Independent Registered Public Accounting Firms

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive income (loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023

3 unchanged sentences

Asset Purchase Agreement dated May 24, 2023

Exhibit 2.1 to Current Report filed May 25, 2023

Exhibit 2.1 to Form 8-K filed May 25, 2023

Agreement for the Sale and Purchase of Shares, dated February 21, 2024, by and among Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V., Botman Bloembollen B.V., W.F.

Strengers and the Company

Exhibit 2.1 to Current Report filed February 26, 2024

Exhibit 2.1 to Form 8-K filed February 26, 2024

Certificate of Incorporation

Exhibit 3.1 to Current Report filed August 9, 2023

Exhibit 3.2 to Current Report filed August 9, 2023

Exhibit 3.1 to Form 8-K filed August 9, 2023

Exhibit 3.2 to Form 8-K filed August 9, 2023

Description of Securities

Employment Agreement with Kristine Glancy dated April 8, 2016

Exhibit 10.1 to Form 8-K filed April 13, 2016

Change in Control Severance Agreement with Kristine Glancy dated April 8, 2016

Exhibit 10.2 to Form 8-K filed April 13, 2016

First Amendment to Change in Control Agreement with Kristine A.

Glancy dated April 28, 2018

Exhibit 10.1 to Form 10-Q for the quarterly period ended March 31, 2019

Letter Agreement with Kristine A.

Glancy dated as of July 13, 2023

Exhibit 10.1 to Form 8-K filed July 19, 2023

Employment Agreement with Adam May dated December 20, 2019

Exhibit 10.18 to Annual Report on Form 10-K for the year ended December 31, 2019

Change in Control Agreement with Adam May dated December 20, 2019

Exhibit 10.19 to Annual Report on Form 10-K for the year ended December 31, 2019

Retention Agreement with Adam D.

May dated January 13, 2023

Exhibit 10.1 to Form 8-K filed January 19, 2023

Letter Agreement with Adam D.

May, dated May 24, 2023

Exhibit 10.2 to Form 8-K filed May 25, 2023

Exhibit 4.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2023

Incorporated by Reference To

Employment Agreement with Zackery A.

8 unchanged sentences

Employment Agreement with Randy Uglem dated March 31, 2023

Exhibit 10.3 to Form 10-Q for the three months ended March 31, 2023

2013 Omnibus Stock and Incentive Plan, as amended

Exhibit 10.2 to Form 8-K filed December 2, 2016

Form of Incentive Stock Option Agreement under 2013 Omnibus Stock and Incentive Plan

Exhibit 10.1 to Form 8-K filed August 23, 2013

Exhibit 10.3 to Form 10-Q for the quarterly period ended March 31, 2023

2018 Equity Incentive Plan

Exhibit 99.1 to Registration Statement on Form S-8, Reg.

Form of Restricted Stock Award Agreement for Directors under 2018 Equity Incentive Plan

Exhibit 10.4 to Form 10-Q for the quarterly period ended June 30, 2024

Employee Stock Purchase Plan, as amended

5 unchanged sentences

Form of Annual Cash Incentive Compensation Agreement for fiscal year ending December 31, 2024

Exhibit 10.2 to Form 10-Q for the quarterly period ended September 30, 2022

Exhibit 10.2 to Form 10-Q for the quarterly period ended March 31, 2024

Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V., W.F.

13 unchanged sentences

Exhibit 10.6 to Form 8-K filed February 26, 2024

Incorporated by Reference To

Employment Agreement with Elizabeth E.

McShane dated May 2, 2024

Exhibit 10.1 to Form 8-K filed May 6, 2024

Letter Agreement with Zackery A.

Weber dated April 16, 2024

Exhibit 10.2 to Form 8-K filed May 6, 2024

Employment Agreement with Werner Jansen dated February 20, 2024, by and between Fresh Tulips USA, LLC and Werner Jansen

Exhibit 10.1 to Form 10-Q for quarterly period ended March 31, 2024

Bonus Plan Agreement with Werner Jansen dated February 19, 2024, by and between Fresh Tulips USA, LLC and Werner Jansen

Exhibit 10.2 to Form 10-Q for quarterly period ended March 31, 2024

Employment Agreement with Mark R.

Jundt dated June 11, 2024

Exhibit 10.1 to Form 8-K filed June 11, 2024

Employment Agreement with Daniel C.

Philp dated June 11, 2024

Exhibit 10.2 to Form 8-K filed June 11, 2024

Consulting Agreement with Zackery Weber dated June 3, 2024

Exhibit 10.1 to Form 10-Q for the quarterly period ended June 30, 2024

Amended and Restated Delayed Draw Term Note with Air T, Inc.

dated September 27, 2024

Exhibit 10.1 to Form 8-K filed October 1, 2024

First Amendment to Credit Agreement, dated October 16, 2024, by and among the Company, TULP 24.1, LLC, Tulipa Acquisite Holding B.V., Bloomia B.V., Fresh Tulips USA, LLC, and Associated Bank.

N.A., a national banking association

Exhibit 10.1 to Form 8-K filed October 22, 2024

Insider Trading Policy

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Powers of Attorney

Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

Section 1350 Certifications

Compensation Recoupment Policy

The following materials from Lendway Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 are filed herewith, formatted in inline XBRL (Extensible Business Reporting Language):

(i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity (iv) Statements of Cash Flows, and (v) Notes to Financial Statements.

Exhibit 97 to Form 10-K for the fiscal year ended December 31, 2023

Incorporated by Reference To

The following materials from Lendway Inc.

’ s Annual Report on Form 10-K for the year ended December 31, 2024 are filed herewith, formatted in inline XBRL (Extensible Business Reporting Language):

(i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders ’ Equity (iv) Statements of Cash Flows, (v) Notes to Financial Statements, (vi) Cybersecurity, (vii) the information set forth in Part II, Item 9B, (viii) Insider Trading Policies and Procedures, and (ix) Policies and Practices Related to the Grant of Certain Equity Awards.

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)

6 unchanged sentences

Form 10-K Summary

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.

Pursuant to the requirements of Section 13 or 15(d) 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.

LENDWAY, INC.

President and Chief Executive Officer

April 1, 2024

March 27, 2025

Co-Chief Executive Officer

March 27, 2025

/s/ Daniel C.

Co-Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

President, Chief Executive Officer and Secretary

April 1, 2024

Co-Chief Executive Officer, Director, and Chairman of the Board

March 27, 2025

(principal executive officer)

/s/ Zackery A.

Vice President of Finance

April 1, 2024

/s/ Daniel C.

Co-Chief Executive Officer and Director

March 27, 2025

(principal executive officer)

/s/ Elizabeth E.

Chief Financial Officer

March 27, 2025

(principal financial and accounting officer)

Chairman of the Board, Director

April 1, 2024

Uglem, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons.

March 27, 2025

*Elizabeth E.

McShane, by signing her name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons.

March 27, 2025

/s/ Elizabeth E.

Attorney-in-Fact

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