PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, in the ordinary course of business, we are involved in various judicial, regulatory or administrative claims, proceedings and investigations. These proceedings and actions may include, among other things, allegations of violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. Although occasional adverse decisions or settlements may occur, our management does not believe that the final disposition of any currently pending or threatened matter will have a material adverse effect on our business, financial position, results of operations or cash flows.
Item 1A. Risk Factors.
We have included in Part I, Item 1A of our 2025 Form 10-K descriptions of certain risks and uncertainties that could affect our business, future performance, or financial condition (the "Risk Factors"). There have been no material changes from the disclosures provided in our 2025 Form 10-K. Investors should consider the Risk Factors prior to making an investment decision with respect to our stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table provides information on common stock purchases made by us to satisfy tax withholdings obligations during the three months ended March 31, 2026.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
Total Number of Shares Purchased (1) (2) |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
|
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs |
|
January 2026 |
|
|
228,371 |
|
|
$ |
19.87 |
|
|
|
— |
|
|
$ |
— |
|
February 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
March 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
228,371 |
|
|
$ |
19.87 |
|
|
|
— |
|
|
$ |
— |
|
(1)The Company currently does not have a common stock repurchase program.
(2)Shares surrendered to the Company to satisfy tax withholding obligations in connection with the vesting or exercise of stock-based awards.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Insider Trading Arrangements and Policies
On March 20, 2026, Jeffrey T. Taylor, our Executive Vice President, Capital Markets, adopted a Rule 10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) with respect to the sale of up to an aggregate of 25,980 shares of our common stock. The plan will expire June 30, 2027, subject to early termination for certain specified events as set forth in the plan.
On March 19, 2026, Mark R. Szczepaniak, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) with respect to the sale of up to an aggregate of 24,000 shares of our common stock. The plan will expire June 30, 2027, subject to early termination for certain specified events as set forth in the plan.
On March 14, 2026, Fiona L. Tam, our Chief Accounting Officer, adopted a Rule10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) with respect to the sale of up to an aggregate of 10,000 shares of our common stock. The plan will expire June 30, 2027, subject to early termination for certain specified events as set forth in the plan.
On March 18, 2026, Roland T. Kelly, our Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement (as such term is defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) with respect to the sale of up to an aggregate of 20,000 shares of our common stock. The plan will expire June 30, 2027, subject to early termination for certain specified events as set forth in the plan.
