Private Placement (Form 8-K)

On November 13, 2026, the Company entered into a privately negotiated exchange agreement with a holder of its 2.50% Convertible Senior Notes due 2027 (the "2027 Notes") to exchange (the "Exchange") approximately $12.5 million in aggregate principal amount of 2027 Notes held by such holder for the Shares (as defined below).

The holder of the 2027 Notes has agreed to accept the Shares in lieu of the cash payment obligation that it otherwise would be entitled to receive for the principal and interest under the 2027 Notes. Following the completion of the Exchange, the Company will reduce the outstanding 2027 Notes by approximately 69.7%, from $17.9 million to $5.4 million in aggregate principal amount outstanding. The remaining 2027 Notes outstanding following the Exchange represent approximately 1.3% of the $425.0 million in aggregate principal amount of 2027 Notes originally issued in January 2022.

The Exchange is expected to close on or about November 19, 2026 (the "Closing Date"), subject to the satisfaction of customary closing conditions. On the Closing Date, the Company will issue shares of the Company's common stock (collectively, the "Shares"), the number of which will be determined over a two-day observation period beginning on November 17, 2026. One half (1/2) of the sum of (i) the aggregate principal amount of the 2027 Notes to be exchanged plus (ii) accrued and unpaid interest thereon to, but excluding, February 1, 2027, will be divided by the daily volume-weighted average price of the common stock (the "Daily VWAP") for each respective trading day during the observation period. The two daily amounts will then be added together, and the resulting total number of Shares will be issued to the holder on the Closing Date.

The Daily VWAP will be subject to (i) a floor of no lower than 85% and (ii) a cap of no higher than 115%, in each case, of the closing price of the Company's common stock on November 16, 2026. The Daily VWAP will solely be used to determine the total number of Shares to be issued to the holder and will not impact the principal amount of the 2027 Notes being exchanged.

The issuance of the Shares by the Company is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act. The Shares will be issued only to investors that qualify as "qualified institutional buyers" (as such term is defined in Rule 144A under the Securities Act) and institutional "accredited investors" (as such term is defined in Rule 501 of Regulation D under the Securities Act). The Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.

On November 13, 2026, after receiving the requisite consent of holders of its 9.80% First Lien Notes due 2028 (the "First Lien Notes"), the Company amended certain provisions of the indenture governing the First Lien Notes to, among other things, permit the Company to sell certain assets without such sale triggering the indenture's requirement to use the sale proceeds to redeem the First Lien Notes. The Company paid no consent fee to the holders of the First Lien Notes for such consent.

In exchange for such consent, the Company agreed to redeem First Lien Notes in a principal amount equal to 80% of the net cash proceeds of any such asset sale above $5 million if such asset sale occurs by July 30, 2027. The redemption price will be 100% of the principal amount redeemed, plus accrued and unpaid interest, and will be payable, at the Company's election, in cash or shares of its common stock (up to a maximum of 2,230,425 shares). The Company has previously reduced the outstanding balance of its First Lien Notes from $212.5 million at issuance in December 2025 to $172.0 million and satisfied all scheduled principal payments prior to the scheduled amortization payment due on March 31, 2028. Following any such redemption, the Company expects to reduce the amount required for the March 31, 2028 amortization payment.

There can be no assurance that the Company will sell such assets, or as to the timing or proceeds of any sale.

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