Item 5. OTHER INFORMATION

None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

Compensatory Arrangements of Certain Officers

On June 22, 2026, the Compensation and Human Capital Committee of the Company’s Board of Directors determined that, subject to the consummation of the transactions under the Merger Agreement, in the event that one of the Company’s named executive officers is terminated by the Company other than for cause or the named executive officer resigns for good reason (each as defined in the Company’s Severance Plan for Executives (the “Severance Plan”)) during the period beginning six months before the Closing Date and ending two years after the Closing Date, the named executive officer will, subject to the terms and conditions in Section 4.1 of the Severance Plan, be entitled to the benefits under Sections 4.2(a)(2), 4.5(b), 4.6, 4.7(b) and 4.8 of the Severance Plan in lieu of the benefits under Sections 4.2(a)(1), 4.5(a) and 4.7(a) of the Severance Plan.

In addition, on June 24, 2026, each of the Company’s named executive officers (other than Mr. Foley) entered into a retention award agreement providing for a special one-time cash retention award of $1,000,000, 50% of which will vest on the Closing Date and 50% of which will vest on the six-month anniversary of the Closing Date, subject to the named executive officer’s continued employment through each such vesting date. If the named executive officer’s employment is terminated due to his or her death or disability, or following the Closing Date by the Company other than for cause, subject to an effective release of claims, the unvested portion of the retention award will fully vest and become payable.

The foregoing description of the Severance Plan determination is qualified in its entirety by reference to the terms of the Severance Plan, which is filed as Exhibit 10(xix) to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2015, and the description of the retention awards is qualified in its entirety by reference to the terms of the form of retention award agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending August 31, 2026.

This disclosure is intended to satisfy the requirements of Item 5.02(e) of Form 8-K.

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