Sec Form 13D Filing - Simcoe Capital Management, LLC filing for - 2026-05-19

The address of the principal office of each of the Reporting Persons is 540 Madison Avenue, 27th Floor, New York, New York 10022.

The principal business of each of Simcoe Partners, Simcoe Select and SDR Partners is investing in securities. The principal business of Simcoe Management is serving as the general partner of Simcoe Partners and Simcoe Select. The principal business of Simcoe Capital is serving as the investment manager to each of Simcoe Partners, Simcoe Select and SDR Partners. Mr. Jacobowitz is the Managing Member of each of Simcoe Management and Simcoe Capital.

No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Jacobowitz is a citizen of the United States of America.

The shares of the Issuer's Common Stock (the "Shares") purchased by each of Simcoe Partners, Simcoe Select and SDR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,226,375 Shares directly owned by Simcoe Partners is approximately $40,659,563, including brokerage commissions. The aggregate purchase price of the 86,845 Shares directly owned by Simcoe Select is approximately $3,681,670, including brokerage commissions. The aggregate purchase price of the 35,785 Shares directly owned by SDR Partners is approximately $1,213,593, including brokerage commissions.

The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were substantially undervalued. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons are supportive of management's current plan to increase the Issuer's profitability, the strong focus on free cash flow generation and the use of such funds to reduce debt and repurchase Shares. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and Board of Directors (the "Board"), other investment opportunities available to the Reporting Persons, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with the Issuer's management and Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, making recommendations or proposals to the Issuer concerning changes to the Issuer's operations, governance or capitalization, potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, acquiring additional Shares, disposing of some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

The aggregate percentage of Shares reported owned by each person named herein is based upon 19,231,826 Shares outstanding, as of April 30, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026. A. Simcoe Partners As of the date hereof, Simcoe Partners directly owned 1,226,375 Shares. Percentage: approximately 6.4% B. Simcoe Select As of the date hereof, Simcoe Select directly owned 86,845 Shares. Percentage: less than 1% C. Simcoe Management Simcoe Management, as the general partner of Simcoe Partners and Simcoe Select, may be deemed the beneficial owner of the (i) 1,226,375 Shares owned by Simcoe Partners and (ii) 86,845 Shares owned by Simcoe Select. Percentage: approximately 6.8% D. SDR Partners As of the date hereof, SDR Partners directly owned 35,785 Shares. Percentage: less than 1% E. Simcoe Capital Simcoe Capital, as the investment manager to each of Simcoe Partners, Simcoe Select and SDR Partners, may be deemed the beneficial owner of the (i) 1,226,375 Shares owned by Simcoe Partners, (ii) 86,845 Shares owned by Simcoe Select and (iii) 35,785 Shares owned by SDR Partners. Percentage: approximately 7.0% F. Mr. Jacobowitz Mr. Jacobowitz, as Managing Member of each of Simcoe Management and Simcoe Capital, may be deemed the beneficial owner of the (i) 1,226,375 Shares owned by Simcoe Partners (ii) 86,845 Shares owned by Simcoe Select and (iii) 35,785 Shares owned by SDR Partners. Percentage: approximately 7.0%

A. Simcoe Partners 1. Sole power to vote or direct vote: 1,226,375 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,226,375 4. Shared power to dispose or direct the disposition: 0 B. Simcoe Select 1. Sole power to vote or direct vote: 86,845 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 86,845 4. Shared power to dispose or direct the disposition: 0 C. Simcoe Management 1. Sole power to vote or direct vote: 1,313,220 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,313,220 4. Shared power to dispose or direct the disposition: 0 D. SDR Partners 1. Sole power to vote or direct vote: 35,785 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 35,785 4. Shared power to dispose or direct the disposition: 0 E. Simcoe Capital 1. Sole power to vote or direct vote: 1,349,005 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,349,005 4. Shared power to dispose or direct the disposition: 0 F. Mr. Jacobowitz 1. Sole power to vote or direct vote: 1,349,005 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,349,005 4. Shared power to dispose or direct the disposition: 0 Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

The transactions in the Shares by the Reporting Persons during the past 60 days are set forth in Exhibit 1 and incorporated herein by reference.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

Not applicable.

On May 19, 2026, the Reporting Persons entered into a Joint Filing Agreement in which, among other things, the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

1 - Transactions in Securities 99.1 - Joint Filing Agreement by and among Simcoe Partners, L.P., Simcoe Select, L.P., SDR Partners, LLC, Simcoe Management Company, LLC, Simcoe Capital Management, LLC and Jeffrey Jacobowitz, dated May 19, 2026.