Material Agreement, Financial Obligation (Form 8-K)

On July 10, 2026, we entered into a Fifth Amendment to Credit Agreement, or the Fifth Amendment, amending our existing revolving line of credit agreement dated October 24, 2017 with Bank of America, N.A., which revolving line of credit agreement, as amended to date (including by such Fifth Amendment), we refer to as the Amended Agreement.

Under the Amended Agreement, Bank of America, N.A. serves as administrative agent, issuer of letters of credit and lender for a $50.0 million senior revolving line of credit with a maturity date of July 10, 2031. Subject to certain conditions, we may request up to an additional $50.0 million in commitments for a maximum aggregate commitment of $100.0 million, subject to the approval of the Lenders referred to in the Amended Agreement. Loans under the Amended Agreement generally will bear interest at a rate equal to (a) the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York, or SOFR, rate plus (b) an additional percentage that will range from 0.25% to 1.25%, based on our consolidated leverage ratio at the time of the borrowings. We have agreed to pay a commitment fee in an amount equal to 0.20% to 0.30% per annum, based on our consolidated leverage ratio, of the actual daily unused amount of the credit facility under the Amended Agreement, which fee is due and payable quarterly in arrears. Loan origination costs will be amortized over the five-year term of the Amended Agreement.

The Amended Agreement contains customary representations, warranties, affirmative and negative covenants, including financial covenants, events of default and indemnification provisions in favor of the Lenders referred to in the Amended Agreement. The covenants include restrictions governing our leverage ratio and interest coverage ratio, our incurrence of liens and indebtedness, and our entry into certain merger and acquisition transactions or dispositions and other matters, all subject to certain exceptions. The financial covenants require that we do not exceed certain maximum leverage and interest coverage ratios. The Lenders have been granted a first priority lien and security interest in substantially all of our assets, except for certain intangible assets.

The foregoing description of the Amended Agreement is not intended to be complete and is qualified in its entirety by reference to full text of the Fifth Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference, and to the full text of the Credit Agreement dated October 24, 2017 with Bank of America, N.A., as previously amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, which documents are filed as Exhibit 10.1 to our quarterly report on Form 10-Q filed October 27, 2017, Exhibit 10.3 to our quarterly report on Form 10-Q filed May 22, 2020, Exhibit 10.4 to our quarterly report on Form 10-Q filed May 22, 2020, Exhibit 10.1 to our current report on Form 8-K filed November 15, 2021, and Exhibit 10.2 to this current report on Form 8-K, respectively, and incorporated herein by reference.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.