Sec Form 13D Filing - Ayers J. Jonathan filing for - 2026-04-21

The second paragraph of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
 Each of James Jonathan Ayers and James Austin McPherson acquired and presently holds the shares of Common Stock that he beneficially owns directly for individual investment purposes. Other than as described in this Item 4, or otherwise in this Statement, neither James Jonathan Ayers nor James Austin McPherson (individually or in his capacity as co-executor of the Estate of James W. Ayers (the "Estate")) currently has any plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D other than distributing shares of Common Stock to the beneficiaries of the Estate in accordance with the terms of James W. Ayers' estate plan. In the foregoing capacities, each of Mr. Ayers and Mr. McPherson reserves the right, in light of his future evaluation of the Company's financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other relevant factors, to change his plans and intentions at any time and may, from time to time, dispose of or acquire additional shares of Common Stock in the open market or in private transactions, which may include sales for the purpose of diversifying investments, tax and estate planning purposes or family or charitable gifts.

Item 5(a) - (c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
 The Estate beneficially owns an aggregate of 7,051,841 shares, James Jonathan Ayers 7,069,533 shares, and James Austin McPherson 7,063,425 shares, or in each case 13.7%, of the Issuer's outstanding Common Stock based on 51,418,024 shares of Common Stock issued and outstanding as of March 31, 2026, as disclosed in the Issuer's earnings release issued April 13, 2026. James Jonathan Ayers and James Austin McPherson each disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the Estate. James Austin McPherson also disclaims beneficial ownership of the shares of Common Stock owned by the McPherson Entities.

The Estate directly holds and has sole dispositive power over 4,801,841 shares of Common Stock and has sole voting control over 7,051,841 shares of Common Stock reported in this Statement. Each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate, share dispositive power and voting control over the shares of Common Stock as to which the Estate has sole dispositive power and voting control. James Jonathan Ayers has sole voting and dispositive power over a further 17,692 shares of Common Stock reported in this Statement and James Austin McPherson has sole voting and dispositive power over a further 11,584 shares of Common Stock reported in this Statement. Due to the fact that the record date for the Issuer's 2026 Annual Meeting of Shareholders to be held on May 21, 2026 (the "Annual Meeting") was March 27, 2026, the Estate, and each of James Jonathan Ayers and James Austin McPherson, solely in his capacity as a co-executor of the Estate, retain voting control over the 2,250,000 shares described in Item 5(c) for the purposes of the Annual Meeting, but such voting control will be extinguished at the conclusion of the Annual Meeting.

On April 17, 2026, the Estate distributed 2,250,000 shares of Common Stock, without consideration, to beneficiaries of the Estate.