Item 5. Other Information

Rule 10b5-1 Trading Plan Elections

During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act of 1933).

The information below is reported in lieu of reporting in a Current Report on Form 8-K.

Disclosure Pursuant to Item 5.02 of Form 8-K: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As of August 2, 2024, we entered into a Third Amended and Restated Employment Agreement with Jonathan J. Mazelsky, our President and Chief Executive Officer (the “Amended Mazelsky Agreement”), and amended and restated change in control agreements with each of our named executive officers currently employed by us (other than Mr. Mazelsky) and our other senior executives (the “Change in Control Agreements”).

The terms of the Amended Mazelsky Agreement and Change in Control Agreements remain substantially the same as Mr. Mazelsky’s prior employment agreement and our senior executives’ prior change in control agreements (which we previously referred to as executive employment agreements), respectively, except that:

• The definition of a “change in control” was modified to have the same meaning as set forth in our 2018 Stock Incentive Plan (provided that for any payment or benefits subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), a “change in control” must constitute a “change in control event” within the meaning of the applicable Treasury regulation);

• A provision was added that clarifies that any outstanding performance-based equity award will be subject to the terms and conditions set forth in the applicable equity award agreement upon the occurrence of a change in control;

• Provisions were added that reduce any potential “parachute payments” within the meaning of Section 280G of the Code that may become payable to the executive in the event of a change in control if such reduction results in a better after-tax outcome for the executive under Section 4999 of the Code;

• Certain other clarifying or technical modifications were incorporated; and

• The Amended Mazelsky Agreement reflects Mr. Mazelsky’s current base salary of $1,150,000 per year.

The foregoing description of the Amended Mazelsky Agreement and Change in Control Agreements is qualified in its entirety by reference to the Amended Mazelsky Agreement and form of change in control agreement, which are filed as Exhibits 10.3 and 10.4 hereto, and incorporated herein by reference.