Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Amendment"), to expand exculpation to officers as permitted by Delaware law. Following stockholder approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on May 20, 2026, and the Certificate of Amendment became effective upon filing.

The Certificate of Amendment adds a new Article 15 to the Company's Amended and Restated Certificate of Incorporation, as amended, providing that an officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent that exculpation from liability is not permitted under the Delaware General Corporation Law as in effect at the time such liability is determined. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.