Item 9B. Other Information

Amended and Restated Bylaws

On February 20, 2025, the Company’s Board approved, effective immediately, amendments to the Company’s by-laws (“By-Laws”).

The changes to the By-Laws include, among other things, amending:

• Section 1.03 (Notice of Meetings; Waiver) to clarify that the means of remote communication should be included in any notice of a remote meeting;

• Section 1.09 (Organization; Procedure) to provide that the presiding officer of stockholders’ meetings shall be a director or officer of the company and to clarify that determinations regarding whether a matter of business was property brought before a meeting of stockholders will be made by the board in advance of the meeting;

• Section 1.10 (Notice of Stockholder Business and Nominations) to update the advance notice provisions including, without limitation:

◦to require certain information to be provided regarding the affiliates and associates of the stockholder submitting the notice and any beneficial owner on whose behalf the nomination or proposal is made (which are referred to in the By-Laws as a “Stockholder Related Person”);

◦to require a stockholder making a nomination to represent whether such stockholder will solicit proxies in support of such nomination in accordance with the universal proxy rules and to provide evidence that such stockholder has complied with the universal proxy rules;

◦to require certain additional information from the stockholder, beneficial owner and any Stockholder Related Person with respect to proxies to vote shares of the Company’s stock and rights to dividends or distributions on the shares of the Company’s stock that are separated or separable from the underlying shares of stock;

◦to remove any requirements that the stockholder’s notice include information from persons “acting in concert” with the stockholder or beneficial owner;

◦to revise the existing requirement that the proposed nominee provide information on his or her eligibility to serve as an independent director to instead require the proposed nominee to provide information on whether he or she is qualified under the Company’s Certificate of Incorporation, By-Laws, stock exchange rules or other laws applicable to the Company to serve as a director or independent director; and

◦to provide that the white proxy card is reserved for the exclusive use of the board.

• Section 1.12 (Submission of Questionnaire, Representation and Agreement) to clarify information required and time periods for providing and submitting required questionnaires with respect to a stockholder nomination under the advance notice provision;

• Section 1.16 (Proxy Access) to clarify that the “Required Information” to be provided in the notice of nomination only needs to be included in the proxy statement, to reflect the universal proxy rules, which provide another manner for a stockholder nominee to be included in the Company’s proxy materials, and to remove the language that any action, interpretation, or determination by the board under the proxy access provision is final and binding; and

• Section 2.05 (Annual and Regular Meetings) to provide additional flexibility in the timing of the annual meeting of the board.

The amendments to the By-Laws also include other changes to conform to recent amendments to the General Corporation Law of the State of Delaware, to conform various provisions of the By-Laws to the General Corporation Law of the State of Delaware and to other provisions of the By-Laws and to make other general clean-up and clarifying changes.

The foregoing description is qualified in its entirety by reference to the full text of the amended and restated By-Laws, a complete copy of which is attached hereto as Exhibit 3.3.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

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.