Item 5. Other Information

In connection with the previously-announced transition of Scott Ullem from his role as the Company’s Chief Financial Officer by midyear 2026, the Company entered into a transition agreement with Mr. Ullem on November 4, 2025 (the “Encore Agreement”). Mr. Ullem will continue to be employed with the Company on a full-time basis through June 30, 2026, and the Encore Agreement provides that Mr. Ullem will be employed with the Company on a reduced schedule as a Strategic Advisor, to provide support for the transition of his duties and on such other matters as the Company may request his assistance, from July 1, 2026 through June 30, 2028 (subject to earlier termination in accordance with the Encore Agreement; the “Encore Period”). As compensation during the Encore Period, Mr. Ullem will be entitled to (A) base salary of $25,000 and a bonus of 45% of such base salary for the first month of the Encore Period, and (B) total base salary of $271,250 for the last twenty-three months of the Encore Period (collectively, “Encore Compensation”). The Encore Agreement terminates Mr. Ullem’s Change-in-Control Severance Agreement with the Company effective June 30, 2026. However, the Encore Agreement also provides that, should the Company terminate Mr. Ullem’s employment due to his death, disability, or without “Cause” (as defined in the Encore Agreement) before June 30, 2028, Mr. Ullem will (so long as he (or his estate) provides the Company with a general release of claims) be entitled to (1) continued payment of his Encore Compensation (as severance) through June 30, 2028, and (2) accelerated vesting of his then-outstanding and unvested stock options, restricted stock units and performance-based restricted stock units granted by us (subject to satisfaction of any applicable performance-based vesting conditions).

The foregoing summary of the Encore Agreement is qualified in its entirety by reference to the full text of the Encore Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Table of Contents

Part II. Other Information

Item 1. Legal Proceedings

Please see Part I, Item 1, Note 11 to the Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q for a description of our legal proceedings, which is incorporated by reference herein.