Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of a Board Vacancy

The Company has appointed William H. Avery to the Board of Directors, effective January 1, 2026, to fill a vacancy on the Board as voted by the Board of Directors on January 12, 2026 and recommended to the Board by the Nominating and Corporate Governance Committee on December 29, 2025.

From 2001 to 2003, Mr. Avery worked on a broad variety of administrative, financial and legal matters for the Company. He served as Vice President of Finance and Treasurer commencing 2003 until 2007. He worked full time as Executive Vice President and Treasurer and as a director commencing in 2007 with responsibility for administration, finance and legal until 2010. From December 2012 to current, he has been the General Counsel. Effective April 12, 2019, Mr. Avery assumed the position of President until April 2, 2025 and has been under an employment contract as General Counsel and with the prior appointment as President. Mr. Avery has a BBA in Finance and Economics from Southern Methodist University and a Juris Doctorate from Duke University.

There are no arrangements or understandings between Mr. Avery and any other person pursuant to which he was elected to the Board, and there are no relationships between Mr. Avery and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

For his services on the Board, Mr. Avery will be compensated as a non-independent director. Mr. Avery will be a Class II director up for reelection at the 2028 annual stockholders meeting. Mr. Avery will continue under his current compensation package as the General Counsel without any changes.