Item 9B. OTHER INFORMATION

(a) Disclosure Pursuant to Item 5.03 of Form 8-K. Amendments to Articles of Incorporation or Bylaws

On February 19, 2025, the Board of Directors amended and restated the Company’s By-Laws (the “Amended and Restated By-Laws”). The Amended and Restated By-Laws became effective as of February 19, 2025. Among other changes, the Amended and Restated By-Laws (i) address certain matters related to Rule 14a-19 under the Exchange Act and clarify certain disclosure requirements in Article I, Section 4 (Notice of Stockholder Business and Nominations), Section 4A (Inclusion of Stockholder Director Nominations in the Corporation’s Proxy Materials) and Section 4B (Submission of Questionnaire, Representation and Agreement); (ii) modify Article I, Section 7 to align more closely with the Delaware General Corporation Law (“DGCL”) and current practices regarding access to stockholder lists and provisions relating to stockholder meetings held by remote communication; (iii) clarify the roles of the Chief Accounting Officer and Controller; and (iv) establish the state courts of the state of Delaware (or, if such court does not have subject matter jurisdiction, the federal court for the District of Delaware) as the exclusive forum for specified actions relating to the Company, including derivative actions, actions asserting claims based on breach of fiduciary duties, actions asserting claims pursuant to the any provision of the DGCL, the Company’s Second Amended and Restated Certificate of Incorporation, or the Company’s Amended and Restated By-Laws, and actions asserting claims governed by the internal affairs doctrine or asserting an “internal corporate claim” as defined in Section 115 of the DGCL. The Amended and Restated By-Laws also make clarifications, updates and other, non-substantive changes. This description of the amendments to the Amended and Restated By-Laws is qualified in its entirety by reference to the text of the Amended and Restated By-Laws filed as Exhibit 3.2 to this Annual Report on Form 10-K.

(b) Rule 10b5-1 Trading Plans

Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by the Company’s stock trading standard, which has been filed as Exhibit 19 to this annual report. In accordance with Rule 10b5-1 and the Company’s insider trading policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s employee and director equity plans (a “Rule 10b5-1 Trading Plan”). Under the Company’s stock trading standard, the first trade made pursuant to a Rule 10b5-1 trading plan may take place no earlier than 90 days after adoption of the trading plan. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The use of these trading plans permits asset diversification as well as financial and tax planning. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our stock trading standard and holding requirements. During the three months ended December 31, 2024, the following directors and executive officers adopted or terminated Rule 10b5-1 trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):

On December 16, 2024, Tom Palmer, President, Chief Executive Officer and Director, terminated a trading arrangement previously adopted with respect to the sale of securities of the Company’s common stock. Mr. Palmer’s Rule 10b5-1 Trading Plan was adopted on March 28, 2024, had a term of 11 months, and provided for the sale of up to 104,000 shares of common stock pursuant to the terms of the plan. As of the date of termination of the Rule 10b5-1 Trading Plan, Mr. Palmer had sold 99,000 shares of common stock under its terms. The adoption of such 10b5-1 Trading Plan, and its subsequent termination, each occurred during an open insider trading window and complied with the Company’s standards on insider trading.

Transactions under Section 16 officer trading plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by law. No other Section 16 director or officer of the Company adopted, modified, or terminated Rule 10b5-1 trading plans during the covered period. No non-Rule 10b5-1 trading arrangements (as defined by Item 408(a) of Regulation S-K) were entered into by Section 16 director or officer of the Company during the covered period.