Item 9B. Other Information

Appointment of Gordon Smith

On January 28, 2026, Gordon Smith was appointed as a director of the Company effective February 4, 2026. The Company’s Board of Directors has determined that Mr. Smith is independent in accordance with applicable Nasdaq rules and the Company’s corporate governance guidelines.

Mr. Smith served as Co-President and Chief Operating Officer of JPMorgan Chase & Co. from 2018 to 2022. Mr. Smith joined Chase in 2007, serving first as CEO of Chase Card Services until 2011, then as CEO of Auto Finance and Student Lending until 2012, before becoming CEO of Consumer and Community Banking from 2012 to 2021. Prior to that, he served in various leadership roles at American Express, including in the U.S. Domestic Consumer Card and Global Commercial Card businesses. He has served as a director of Choice Hotels International, Inc. since 2022 and Humana, Inc. since 2024. He also currently serves as an operating advisor at Clayton, Dubilier & Rice, LLC.

Mr. Smith’s daughter is an employee of NBCUniversal. In 2025, she received approximately $272,000 in compensation and also participated in employee benefit plans on the same basis as other similarly situated employees. Mr. Smith will receive compensation in accordance with the Company’s Non-Employee Director Compensation Plan, filed as Exhibit 10.1 to this Annual Report on Form 10-K, is not yet appointed to any committees, and has entered into the Company’s standard form of director indemnification agreement.

Elimination of Class A Equivalent Preferred Stock

As previously announced, we amended our Amended and Restated Articles of Incorporation (the “Articles”) on December 15, 2025 in connection with our spin-off of Versant by filing with the Department of State of the Commonwealth of Pennsylvania Articles of Amendment (the “Designation Amendment,” filed as Exhibit 3.1.1 to this Annual Report on Form 10-K) to designate a new Class A Equivalent Preferred Stock (the “Preferred Stock”). Because all of the shares of Preferred Stock were automatically redeemed on January 9, 2026 in exchange for shares of our Class A Common Stock at the redemption rate set forth in the Designation Amendment, no Preferred Stock is currently outstanding. As a result, on January 30, 2026, we amended the Articles by filing with the Department of State of the Commonwealth of Pennsylvania Articles of Amendment (the “Elimination Amendment”) to eliminate the provisions that had designated the Preferred Stock. A copy of the Elimination Amendment, which was previously adopted by resolution of the Board of Directors, is filed as Exhibit 3.1.2 to this Annual Report on Form 10-K.

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