Item 5. OTHER INFORMATION

Insider Trading Arrangements

No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5–1 trading arrangement during the three months ended June 30, 2024.

Amendment and Restatement of By-Laws

On July 25, 2024, the Board of Directors (the “Board”) of the Company approved an amendment and restatement to the Company’s By-Laws (the “By-laws”) to provide, in Article III, Section 7, that the Lead Independent Director may call special meetings of the Board. The amendment and restatement took effect upon approval by the Board.

The foregoing description of the amendments contained in the By-laws is qualified in its entirety by reference to the full text of, and should be read in conjunction with, the By-laws, a copy of which is filed with this Quarterly Report on Form 10-Q as Exhibit 3.2 and incorporated herein by reference.