Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

 

 

Dear Fellow Stockholders:

We cordially invite you to attend the 2026 Annual Meeting of Stockholders of Bed Bath & Beyond, Inc. (the “Company” or “Bed Bath & Beyond”) at 2:00 p.m. Mountain Time on May 14, 2026 (the “Annual Meeting”). In order to provide expanded access and enable more of our stockholders to attend and participate, the meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions, and vote online. The meeting can be accessed by visiting https://meetnow.global/MZVMNUH and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you).

At the meeting, stockholders will vote on the following matters:

Stockholders will also consider and act upon any other matter properly coming before the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting.

Following the Annual Meeting, we intend to answer appropriate questions.

Stockholders of record at the close of business on March 17, 2026, are entitled to vote at the meeting and any continuations, postponements, or adjournments. To ensure that your vote is recorded promptly, please submit a proxy as soon as possible, even if you plan to virtually attend the meeting. We encourage you to submit a proxy to have your shares voted at the meeting via the internet or by telephone. If you received a printed set of proxy materials, you also have the option of submitting your proxy by completing, signing, dating, and returning the proxy card that accompanied the printed materials. Submitting your vote prior to the meeting will not affect your right to vote at the meeting if you decide to attend virtually.

We are mailing to some of our stockholders a notice of internet availability of proxy materials instead of a paper copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). The notice contains instructions on how to access the Proxy Statement and 2025 Form 10-K via the internet. The notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2025 Form 10-K and a form of proxy card or voting instruction card, as applicable. Stockholders who do not receive a notice of internet availability of proxy materials will receive a paper copy of the proxy materials by mail. We anticipate that this process will minimize the costs of printing and distributing our proxy materials.

Thank you for being a stockholder. We appreciate your ownership interest in and support of Bed Bath & Beyond.

Sincerely,

 

Marcus A. Lemonis

Chief Executive Officer & Executive Chairman of the Board of Directors

March [ ], 2026

Murray, Utah

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 14, 2026.

The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year

ended December 31, 2025 are available at https://investors.beyond.com/financials/annual-reports.

Whether or not you plan to virtually attend the meeting, please submit your proxy via the internet, telephone, or by completing, signing, dating, and returning your Proxy Card in the enclosed prepaid business reply envelope.

 

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding our goals, commitments, strategies, and our executive compensation program. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026, and in our subsequent filings with the SEC.

433 Ascension Way, 3^rd Floor

Murray, Utah 84123

Our Board of Directors (the “Board”) is soliciting proxies for the 2026 Annual Meeting of Stockholders of Bed Bath & Beyond, Inc. (“Bed Bath & Beyond,” the “Company,” “we” or “our”), which will be held at 2:00 p.m. Mountain Time on May 14, 2026 (the “Annual Meeting”). The Annual Meeting will be a virtual stockholder meeting conducted via live audio webcast through which you can submit questions and vote online. You can access the Annual Meeting by visiting https://meetnow.global/MZVMNUH and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the meeting.

We have elected to provide access to our proxy materials to our stockholders via the internet. Accordingly, a notice of internet availability of proxy materials will be mailed to most of our stockholders. Other stockholders have requested and will instead receive paper copies of the proxy materials accessible via the internet. The notice of internet availability of proxy materials contains instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) via the internet. The notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2025 Form 10-K and a form of proxy card or voting instruction card, as applicable.

Please follow the instructions on the notice of internet availability mailed to you for details on how to request future proxy materials be sent to you electronically by e-mail or in printed form by mail on an ongoing basis. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials or a link to a special website to access our proxy materials. Your election to receive proxy materials by e-mail or printed form by mail will remain in effect until you terminate it.

Choosing to receive future proxy materials by e-mail will allow us to provide you with the proxy materials you need in a timelier manner, will save us the cost of printing and mailing documents to you, and be more environmentally responsible.

We will send or make available to stockholders proxy materials, which include this Proxy Statement, the proxy card, and the 2025 Form 10-K on or about [  ], 2026.

The Board set March 17, 2026, as the record date for the meeting (“Record Date”). Stockholders who owned shares of our stock at the close of business on the Record Date are entitled to virtually attend and vote at the meeting. Each share is entitled to one vote. At the Record Date, a total of [  ] shares of stock were outstanding and entitled to vote at the meeting. A majority of the outstanding shares of stock entitled to vote and present at the meeting or by proxy will constitute a quorum for the transaction of business. On October 7, 2025, we distributed warrants to holders of our common stock. Warrant holders are not entitled to any rights with respect to our common stock, including, without limitation, voting rights, and are only entitled to attend and vote at the meeting if they receive our common stock upon exercising the warrants for cash and only as of the date when they become a record owner of the shares of our common stock upon such exercise.

If you were a stockholder as of the close of business on the Record Date and have a control number, you may vote at and ask questions during the meeting by following the instructions available on the virtual meeting website. Whether or not you plan to attend the meeting, you may still submit your vote in advance of the meeting via the internet or by telephone or proxy card as instructed in the Proxy Statement and notice of internet availability. If you do not have your control number, you may attend the Annual Meeting as a guest, but you will not have the option to vote your shares during the meeting or ask questions during the meeting.

To access the virtual meeting please visit https://meetnow.global/MZVMNUH. To login to the virtual meeting, you have two options: Join as a “Guest” or as a “Stockholder”. If you join as a “Stockholder” you will be required to enter a control number. Your control number can be found on your proxy card, voter instruction form, or notice of internet availability mailed to you. We will make available for inspection the list of our registered stockholders entitled to vote at the Annual Meeting for at least 10 days prior to the Annual Meeting at the Company’s principal place of business located at 433 Ascension Way, 3^rd Floor, Murray, Utah 84123.

If you encounter any technical difficulties with the virtual meeting website on the meeting day during either the check-in or the meeting itself, please call the technical support number at (781) 575-2748 or toll-free at (888) 724-2416. The technical support number will also be posted on the virtual meeting website.

At our Annual Meeting, stockholders will act upon the matters outlined in the meeting notice provided with this Proxy Statement, including:

Stockholders of record who owned shares of our stock at the close of business on the Record Date may virtually attend and vote at the Annual Meeting. Holders of our stock are entitled to cast one vote for each share of stock held by them on the Record Date. At the Record Date, a total of [  ] shares of stock were outstanding and entitled to vote at the Annual Meeting.

Bed Bath & Beyond’s Board unanimously recommends votes:

The presence virtually or by proxy of the holders of a majority of the shares of our stock outstanding on the Record Date will be necessary to constitute a quorum for the Annual Meeting.

We will count shares of stock represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee that are represented at the meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) as present and entitled to vote for purposes of determining the presence of a quorum. The inspector of election will tabulate the proxies and votes cast prior to the meeting and at the meeting to determine whether a quorum is present.

You may submit your proxy to have your shares voted via the internet, by telephone, or virtually at the Annual Meeting. If you received printed proxy materials, you also have the option of submitting your proxy card by mail. In addition, you can virtually attend the meeting and vote by following the instructions available on the virtual meeting website. The designated proxies will vote according to your instructions; however, if you are a registered stockholder and you return an executed proxy card without specific instructions on how to vote, the proxies will vote:

If you beneficially own your shares or are a “street name” stockholder and you do not return instructions on how to vote to your broker, the proxies will not vote your shares on Proposals 1, 3 or 6. The voting of shares held by “street name” stockholders is further discussed below. Additionally, in order to vote at the meeting, you will need to obtain a signed legal proxy from the broker or nominee that holds your shares, because the broker or nominee is the legal, registered owner of the shares. If you have the broker’s proxy, you may vote by ballot virtually at the meeting.

If you hold shares of our stock in a retirement or savings plan or other similar plan, you may submit your vote via the internet or by telephone or by means of the direction on the proxy card. The trustee or administrator of the plan will vote according to your directions and the rules of the plan.

The Annual Meeting will be a completely virtual meeting of stockholders, which we will conduct exclusively by webcast. You are entitled to participate in the Annual Meeting only if (i) your shares of the Company’s stock are registered directly in your name with our transfer agent, Computershare, as of the close of business on the Record Date (i.e., a “Registered Holder”), or (ii) if you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker (i.e., a “Beneficial Holder”) and hold a valid legal proxy for the Annual Meeting.

We are not holding a physical meeting. We will begin the online meeting promptly at 2:00 p.m. Mountain Time. We encourage you to access the meeting prior to the start time leaving ample time for the check-in. Please follow the registration instructions as outlined below.

As a Registered Holder, you will be able to attend the Annual Meeting online, ask a question, and vote by visiting https://meetnow.global/MZVMNUH and following the instructions on your notice, proxy card, or on the instructions that accompanied your proxy materials.

If you are a Beneficial Holder and want to attend the Annual Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options:

Registration in advance is only required if you are a Beneficial Holder, as set forth above.

If you are a Registered Holder, follow the instructions on the notice, email, or proxy card that you received to access the meeting.

If you are a Beneficial Holder, please see the registration options set forth in numbers (1) and (2) above.

Online voting will be available during the meeting. To ensure that your vote is recorded promptly, please submit a proxy as soon as possible, even if you plan to virtually attend the meeting.

We are pleased to embrace technology which allows for expanded access and improved communication for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with internet access.

The virtual meeting platform is supported across browsers other than Internet Explorer, and devices running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong and reliable internet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it, or you may call (888) 724-2416.

If any director nominee should be unable to serve, or for good cause will not serve, the Nominating and Corporate Governance Committee of the Board may select a substitute nominee or the Board may elect to reduce its size. In that case, if you have submitted your proxy via the internet or by telephone or completed and returned your proxy card or voting instruction card, the proxy holders will have the discretion to vote your shares for the substitute nominee. They cannot vote for more than the seven nominees. We have no reason to believe that any of the nominees will be unable to serve if elected.

You may submit your proxy to have your shares voted at the Annual Meeting via the internet or by telephone by following the instructions contained in the notice of internet availability of proxy materials. If you received a printed set of the proxy materials, you may submit your proxy via the internet or by telephone by following the instructions contained on the proxy card that accompanied the printed materials.

If you are a Registered Holder, the deadline for submitting your proxy by telephone or via the internet is 11:59 p.m. Eastern Time on May 13, 2026. If you are a participant in the Company 401(k) plan, the deadline for submitting your voting directions by telephone or via the internet is 11:59 p.m. Eastern Time on May 11, 2026.

Prior to the Annual Meeting and subject to the deadlines set forth in the paragraph above, you may change your vote at any time before such deadline by re-submitting your proxy via the internet or by telephone or by virtually attending the Annual Meeting and voting at the Annual Meeting by filling out an online ballot.

If you have delivered a proxy, you may revoke your proxy at any time before the proxies vote your shares by filing with our Corporate Secretary a written notice of revocation at our Company headquarters at the address shown on the first page of this Proxy Statement. The revocation must be received prior to the time the proxies vote your shares.

During the Annual Meeting, you may revoke your proxy by voting via online ballot. You must be logged in as a “Stockholder” and not as a “Guest” to vote at the meeting, and your virtual attendance at the meeting alone will not by itself revoke your proxy.

If your shares are held in “street name” or you are a participant in the Company 401(k) plan, please contact your broker, nominee, trustee, or administrator to determine whether and how you will be able to revoke or change your vote.

To be environmentally conscious, and in accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) which allow companies to furnish their proxy materials via the internet, we sent some of our stockholders a notice of internet availability of proxy materials for this year’s Annual Meeting. We sent some stockholders paper copies of the proxy materials accessible via the internet. You can find instructions on how to access the proxy materials via the internet or to request a paper copy in the notice of internet availability of proxy materials. In addition, stockholders may request future proxy materials be sent to you in printed form by mail or electronically by e-mail on an ongoing basis by following the instructions on the notice of internet availability mailed to you. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

No, the notice of internet availability of proxy materials is not a form for voting, but provides instructions on how to access the proxy materials and vote your shares.

Assuming a quorum is present, the matters to come before the Annual Meeting that are listed in the Notice of Annual Meeting of Stockholders require the votes described below to be approved.

Proposal 1—Election of Directors—Directors to our Board are elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors, meaning that the nominees for the applicable election receiving the highest number of shares voted “for” their election will be elected as members of the Board. Our director resignation policy requires that if any nominee for director fails to receive a greater number of “for” votes than “withheld” votes in an uncontested election (such as at the Annual Meeting), such person must tender his or her resignation to the chairperson of the Board within five business days following certification of the vote. See “The Board—Director Resignation Policy.” There is no cumulative voting in the election of directors.

Proposal 2—Ratification of our Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm—The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on the matter is required to approve this proposal. You may vote “for,” “against,” or “abstain” on this proposal.

Proposal 3—Say on Pay Vote—The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on the matter is required to approve this proposal. You may vote “for,” “against,” or “abstain” on this proposal.

Proposal 4—Approval of the Share Increase Amendment—The votes cast for this proposal must exceed the votes cast against it to approve this proposal. You may vote “for,” “against,” or “abstain” on this proposal.

Proposal 5—Approval of the Adjournment Proposal—The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on the matter is required to approve this proposal. You may vote “for,” “against,” or “abstain” on this proposal.

Proposal 6—Approval of an Amendment and Restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan—The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on the matter is required to approve this proposal. You may vote “for,” “against,” or “abstain” on this proposal.

Stockholders who hold their shares through a broker or other nominee (in “street name”) must provide specific instructions to their brokers or other nominee as to how to vote their shares, in the manner prescribed by their broker or other nominee. In the absence of instructions, and in accordance with applicable stock exchange rules, brokers and nominees typically have the discretion to vote such shares on routine matters, for example the ratification of the appointment of auditors, but not on non-routine matters. If a broker or nominee has not received voting instructions from an account holder and does not have discretionary authority to vote shares on a particular item because it is a non-routine matter, a “broker non-vote” occurs.

However, we understand that certain brokers have elected not to vote even on routine matters, such as the ratification of the appointment of auditors, the Share Increase Amendment proposal or the Adjournment proposal, without your voting instructions. If your broker or other nominee has made this decision, and you do not provide voting instructions, your vote will not be cast for any of these routine Proposals. Accordingly, we urge you to direct your broker or other nominee how to vote by returning your voting materials as instructed or by obtaining a proxy from your broker or other nominee in order to vote your shares electronically at the Annual Meeting.

Each of Proposals 2 (the proposed ratification of our independent registered public accounting firm), 4 (approval of the Share Increase Amendment), and 5 (the Adjournment Proposal) is considered a routine matter. A broker or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposals 2, 4, or 5. Proposals 1, 3, and 6 are considered non-routine and, therefore, brokers cannot vote shares with respect to such proposals with respect to shares that the broker does not receive instructions.

At the Record Date, a total of [  ] shares of stock were outstanding and entitled to vote at the meeting.

If a quorum is present, the election of directors shall be decided by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. With respect to any matter other than the election of directors, at a duly called or convened meeting at which a quorum is present, the affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on such matter shall be the act of the stockholders, unless the vote of a greater number is required by law, by our Certificate of Incorporation or by our bylaws (as currently in effect, the “Bylaws”).

We keep confidential and do not disclose proxies, ballots and voting tabulations identifying stockholders except as may be necessary to meet legal requirements.

We intend to announce preliminary voting results at the meeting. We will also file a Form 8-K with the SEC reporting the results within four business days after the date of the meeting. You can get a copy of that Form 8-K by e-mailing [email protected] or through the EDGAR system at https://www.sec.gov. You can also get a copy from our website at https://investors.beyond.com/financials/sec-filings.

We make the solicitation on behalf of the Company and the Board. We will pay the costs of soliciting proxies, including the cost of preparing, posting, and mailing proxy materials. In addition to soliciting stockholders by mail, we will request brokers, banks, and other nominees to solicit their customers who hold shares of our stock in street name. We may reimburse such brokers, banks, and nominees for their reasonable out-of-pocket expenses. We may also use the services of our officers, directors, and employees to solicit proxies, personally or by telephone, mail, facsimile, or email, without additional compensation other than reimbursement for reasonable out-of-pocket expenses. We intend to use the services of Georgeson LLC in connection with the meeting, including to assist in the distribution of proxy materials and the solicitation of proxies from individual stockholders as well as brokerage firms, fiduciaries, custodians, institutional investors, and other similar organizations representing beneficial owners of shares for the meeting. We anticipate that the costs of such services will be approximately $16,500 plus reimbursement for reasonable out-of-pocket expenses.

If you would like an additional copy of this Proxy Statement or our 2025 Form 10-K, these documents are available in digital form for download or review at https://investors.beyond.com/financials/annual-reports. Alternatively, we will promptly send a copy to you at no charge upon request by mail to Bed Bath & Beyond, Inc., Attention: Investor Relations, 433 Ascension Way, 3rd Floor, Murray, Utah 84123, or by e-mailing [email protected].

If you have questions about voting or the proposals described in this Proxy Statement, please call Georgeson LLC, our proxy solicitor, toll-free at (866) 510-7490.

The nominees for election this year are Marcus A. Lemonis, Joanna C. Burkey, Barclay F. Corbus, William B. Nettles, Jr., Debra G. Perelman, Dr. Robert J. Shapiro, and Joseph J. Tabacco, Jr. At the Annual Meeting, our stockholders will cast their votes for each of Mr. Lemonis, Ms. Burkey, Mr. Corbus, Mr. Nettles, Ms. Perelman, Dr. Shapiro and Mr. Tabacco to be elected as a director with a term to expire at the 2027 annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal.

Each of Marcus A. Lemonis, Joanna C. Burkey, Barclay F. Corbus, William B. Nettles, Jr., Debra G. Perelman, Dr. Robert J. Shapiro, and Joseph J. Tabacco, Jr. has consented to serve as a director if elected at the Annual Meeting.

The plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors is required to elect each nominee.

The Board unanimously recommends that the stockholders vote “FOR” each nominee.

The Audit Committee of the Board has appointed KPMG LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2026 and the effectiveness of our internal control over financial reporting as of December 31, 2026. KPMG LLP has served as our independent registered public accounting firm since December 2009. Although ratification of the Audit Committee’s selection of KPMG LLP is not required under our Bylaws or other legal requirements, we are submitting the appointment of KPMG LLP to the stockholders as a matter of good corporate practice. If the stockholders do not ratify the appointment of KPMG LLP, the Audit Committee will reconsider whether to retain KPMG LLP and will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2027. Even if the stockholders ratify the selection of KPMG LLP, the Audit Committee may appoint a different independent registered public accounting firm or replace KPMG LLP with a different independent registered public accounting firm at any time if the Audit Committee determines that it is in the best interests of the Company and its stockholders to do so. Representatives of KPMG LLP are expected to virtually attend the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they so desire.

KPMG LLP was engaged as our independent registered public accounting firm to audit our financial statements for the years ended December 31, 2025 and 2024, to audit the effectiveness of our internal control over financial reporting as of December 31, 2025 and 2024, to review our 2025 and 2024 interim financial statements, to perform services in connection with our registration statements, to perform audits of certain subsidiaries in connection with statutory or regulatory filings, and to perform certain accounting consultation services. The aggregate audit fees KPMG LLP billed us for professional services were $2,345,061 in 2025 and $2,484,713 in 2024. All audit fees and other fees were pre-approved by the Audit Committee.

KPMG LLP billed us $50,000 in 2025 and $0 in 2024 to perform review services of certain subsidiaries’ financial statements.

KPMG LLP billed us $79,033 in 2025 and $74,480 in 2024 for professional services rendered in connection with tax advice.

KPMG LLP billed us $2,500 in 2025 and $2,430 in 2024 for a subscription to KPMG Accounting Research Online.

The Audit Committee has considered the role of KPMG LLP in providing us with the services described above and has concluded that those services were compatible with the independence of KPMG LLP from management and from the Company.

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) which sets forth the procedures and the conditions pursuant to which all services to be performed by the independent registered public accounting firm are required to be pre-approved. Under the Policy, proposed services either may be pre-approved by agreeing to a framework with descriptions of allowable services with the Audit Committee (“general pre-approval”) or require the specific pre-approval of the Audit Committee (“specific pre-approval”). Unless a type of service has received general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm.

The Policy describes the Audit, Audit-related, Tax, and All Other Services that are subject to the general pre-approval of the Audit Committee. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm that are subject to general pre-approval. Under the Policy, the Audit Committee may delegate either type of pre-approval authority to its chairperson or any other member or members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next meeting. The Policy does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

The annual audit services engagement scope and terms are subject to the general pre-approval of the Audit Committee. Audit services include the annual financial statement audit (including required interim reviews performed in accordance with applicable standards) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements and annual financial statement audits of certain subsidiaries in connection with statutory or regulatory filings. Audit services also include the attestation engagement for the independent registered public accounting firm’s audit of the effectiveness of internal control over financial reporting. The Policy provides that the Audit Committee will monitor the audit services engagement throughout the year and will also approve, if necessary, any changes in terms and conditions resulting from changes in audit scope or other items. The Policy provides for Audit Committee pre-approval of specific audit services outside the engagement scope.

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent registered public accounting firm. Under the Policy, the Audit Committee grants general pre-approval for audit-related services.

Under the Policy, the Audit Committee may grant general pre-approval for specific tax compliance, planning and advice services to be provided by the independent registered public accounting firm, that the Audit Committee has reviewed and believes would not impair the independence of the independent registered public accounting firm, and that are consistent with the SEC’s rules on auditor independence. Tax services to be performed by our independent registered public accounting firm must be specifically approved by the Audit Committee.

Under the Policy, the Audit Committee may grant pre-approval for specific permissible non-audit services classified as All Other Services that it believes are routine and recurring services, would not impair the independence of the independent registered public accounting firm and are consistent with the SEC’s rules on auditor independence. Services permissible under applicable rules but not specifically approved in the Policy require further specific pre-approval by the Audit Committee.

Under the Policy, each year the Chief Financial Officer and our independent registered public accounting firm jointly submit to the Audit Committee a schedule of audit, audit-related, tax, and other non-audit services that are subject to pre-approval. This schedule provides a description of each type of service that is subject to pre-approval and, where possible, provides projected fees (or a range of projected fees) for each service. The Audit Committee reviews and approves the types of services and reviews the projected fees for the next fiscal year. Any changes to the fee amounts listed in the schedule are subject to further specific approval of the Audit Committee. The Policy prohibits the independent registered public accounting firm from commencing any project not described in the schedule approved by the Audit Committee until specific approval has been given.

The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on Proposal 2 is required to approve this Proposal 2.

The Audit Committee and the Board unanimously recommend that the stockholders vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K (the “Named Executive Officers” or “NEOs”).

Our executive compensation is discussed in further detail below under the caption “Compensation Discussion and Analysis” which, together with the sections following the Compensation Discussion and Analysis, include information about the fiscal year 2025 compensation of our NEOs and a discussion of actions regarding executive compensation that were taken after December 31, 2025.

We are asking our stockholders to indicate their support for the compensation of our NEOs, as described in this Proxy Statement. This proposal, commonly known as a “say on pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at our Annual Meeting:

RESOLVED, that the stockholders approve the compensation of the Company’s NEOs as disclosed in the Company’s Proxy Statement for the 2026 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the Compensation Discussion and Analysis, the compensation tables and related narrative discussion).

The Say on Pay Vote is advisory and, therefore, not binding on the Board or on the Company; however, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements. The last time a say on pay vote was held was at the annual meeting of stockholders in 2025, in which 68.9% of our stockholders voted to approve the compensation paid by the Company to its NEOs. At the 2023 annual meeting, the “EVERY YEAR” selection received the highest number of votes from our stockholders as the recommended frequency of future say on pay votes. The Board expects to hold the next advisory say on pay vote at the annual meeting of stockholders in 2027.

The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on Proposal 3 is required to approve this Proposal 3.

The Board unanimously recommends that the stockholders vote “FOR” the approval, on an advisory (non-binding) basis, of the compensation paid by the Company to our NEOs.

At the Annual Meeting, stockholders will be asked to approve an amendment to our amended and restated certificate of incorporation (our “Certificate of Incorporation”), which currently authorizes the issuance of 100,000,000 shares of our common stock, par value $0.0001 per share. Stockholder approval of the amendment would increase the number of authorized shares of our common stock to 200,000,000 shares (the “Share Increase Amendment”). The additional 100,000,000 shares of our common stock authorized for issuance pursuant to the proposed Share Increase Amendment would be part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently issued and outstanding. The holders of common stock are not entitled to preemptive rights or cumulative voting.

The Share Increase Amendment will not affect the number of authorized shares of preferred stock of the Company, par value $0.0001 per share, which is 5,000,000 shares. Currently, there are no shares of preferred stock issued and outstanding.

If our stockholders approve this proposal, then the first paragraph of Article IV of our Certificate of Incorporation will be deleted and replaced in its entirety to read as follows:

“This Corporation is authorized to issue two classes of shares to be designated, respectively, Common Stock and Preferred Stock. Each share of Common Stock shall have a par value of $0.0001 and each share of Preferred Stock shall have a par value of $0.0001. The total number of shares of Common Stock this Corporation shall have authority to issue is 200,000,000, and the total number of shares of Preferred Stock this Corporation shall have authority to issue is 5,000,000.”

Our Board believes it is in the best interests of the Company and our stockholders to increase our authorized shares of common stock in order to have additional shares available for use as our Board deems appropriate or necessary. As such, the primary purpose of the Share Increase Amendment is to provide the Company with greater flexibility with respect to managing its common stock in connection with such corporate purposes as may, from time to time, be considered advisable by our Board. These corporate purposes could include, without limitation, financing and capital-raising activities, public or private offerings of common stock, stock dividends or splits, conversions of convertible securities, issuance of options and other equity-based awards pursuant to our incentive plans, acquisitions, and other strategic transactions. Having an increased number of authorized but unissued shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. Our Board will determine whether, when and on what terms the issuance of shares of common stock may be warranted in connection with any of the foregoing purposes.

The following table illustrates the effect the proposed Share Increase Amendment would have on the number of shares of common stock available for issuance, if approved by our stockholders:

Other than shares that are or will be reserved for issuance under our existing incentive plans and agreements, our employee stock purchase plan, our “at the market” equity offering program, the warrants to purchase our common stock, and the Merger, we do not currently have any agreements that would require the issuance of additional shares of common stock. Because our directors and executive officers have outstanding equity awards under our incentive plans, and may be granted additional equity awards under these plans, they may be deemed to have an indirect interest in the Share Increase Amendment because, absent the amendment, the Company may not have sufficient authorized shares to make future awards.

The Share Increase Amendment will not have any immediate effect on the rights of existing stockholders. However, our Board will have the authority to issue authorized common stock without requiring future stockholder approval of such issuances,

except as may be required by applicable law or rules of the New York Stock Exchange. Future issuances of common stock or securities convertible into or exchangeable for common stock could have a dilutive effect on our earnings per share, book value per share and the voting power and interest of current stockholders.

If the Share Increase Amendment is approved by stockholders, all other sections of the Certificate of Incorporation would be maintained in their current form. The Share Increase Amendment would become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company intends to do promptly after the Annual Meeting if this Proposal is approved by stockholders. In the event that the Share Increase Amendment is not approved by our stockholders at the Annual Meeting, the current Certificate of Incorporation would remain in effect in its entirety. Our Board reserves the right, notwithstanding stockholder approval of the Share Increase Amendment and without further action by our stockholders, not to proceed with the Share Increase Amendment at any time before it becomes effective.

Our Board has not proposed the Share Increase Amendment with the intention of discouraging tender offers or takeover attempts of the Company. However, the availability of additional authorized shares for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of our Company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent our Board from taking any appropriate actions not inconsistent with its fiduciary duties.

Under Delaware law, stockholders are not entitled to appraisal rights with respect to the Share Increase Amendment, and we will not independently provide our stockholders with any such right.

To be approved, the votes cast for this Proposal 4 must exceed the votes cast against it.

The Board unanimously recommends a vote “FOR” approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock.

Our stockholders are being asked to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Share Increase Amendment (or Proposal 4) and/or the Amendment and Restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan (Proposal 6).

The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on Proposal 5 is required to approve this Proposal 5.

The Board unanimously recommends a vote “FOR” approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Share Increase Amendment and/or the Amendment and Restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan.

At the Annual Meeting (the “Stockholder Approval Date”), stockholders will be asked to approve an amendment and restatement of our Amended and Restated 2005 Equity Incentive Plan (as amended to date, the “Existing Plan”). The amended and restated plan, which is referred to herein as the “Restated Plan,” among other changes, increases the maximum number of shares available for use in granting awards thereunder as described below.

Our 2005 Equity Incentive Plan was most recently amended and restated by the Compensation Committee of our Board on March 30, 2023 and by stockholders at the Company’s annual meeting of stockholders held on May 18, 2023 (the “2023 Restatement”), and was thereafter amended by the Board on February 16, 2024 and by our stockholders at the Company’s annual meeting of stockholders held on May 21, 2024 (the “2024 Amendment”), and further amended by the Board on March 8, 2025 and by our stockholders at the Company’s annual meeting of stockholders held on May 15, 2025 (the “2025 Amendment”). The 2023 Restatement, together with the 2024 Amendment and the 2025 Amendment, are referred to herein as the “Existing Plan.”

The Restated Plan in this Proposal 6 was approved by the Compensation Committee and our Board effective as of March 10, 2026 (“Restatement Effective Date”), subject to approval of our stockholders at the Annual Meeting. In addition, as further discussed below, if the Restated Plan is approved by our stockholders, our Board will not grant any future awards under our 2025 Employee Inducement Equity Incentive Plan (the “Inducement Plan”) following March 10, 2026.

Employees and consultants of the Company and its subsidiaries and members of our Board will be eligible to receive awards under the Restated Plan, including incentive stock options (“ISOs”), non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, cash-settled performance units, deferred stock units or dividend equivalents.

Descriptions of the material terms of the Restated Plan are summarized below. The key differences between the terms of the Existing Plan and the Restated Plan are as follows:

On March 11, 2026, the Board granted certain awards out of the share reserve increase pursuant to the Restated Plan, subject to stockholder approval of the Restated Plan. The portion of these awards granted on March 11, 2026 that were granted subject to stockholder approval of the Restated Plan, together with any additional equity awards that may be granted out of the share reserve increase pursuant to the Restated Plan prior to the date of the Annual Meeting that

would be subject to stockholder approval of the Restated Plan, are collectively referred to in this Proposal 6 as “Contingent Awards.” For the avoidance of doubt, any Contingent Awards will count against the share reserve as described below. For more information about the Contingent Awards, see “Contingent Awards” below.

Assuming stockholder approval of the Restated Plan, and subject to adjustments for changes in capitalization and the share recycling provisions, as of the Stockholder Approval Date, there will be (i) 4,679,179 shares available for future awards (consisting of 388,179 shares that remained available for future grants under the Existing Plan as of the Restatement Effective Date plus 4,291,000 newly authorized shares under the Restated Plan), less (ii) the number of shares granted under the Restated Plan following the Restatement Effective Date and prior to the date of the Annual Meeting, including the Contingent Awards, plus (iii) the number of shares, if any, subject to outstanding awards under the Restated Plan, the Lemonis Performance-Based Options and Inducement Plan Awards as of the Restatement Effective Date or granted thereafter that subsequently become available for issuance under the Restated Plan following the Restatement Effective Date and prior to the date of the Annual Meeting pursuant to the share counting provisions described below.

As of March 10, 2026, there were 1,356,955 shares that remained available for issuance under the Inducement Plan. Pursuant to Rule 303A.08 of the NYSE Listing Rules, awards under the Inducement Plan generally may only be granted to an individual who is commencing employment with the Company or who is being rehired following a bona fide interruption of employment by the Company, and such awards must be granted in connection with such individual’s commencement of employment with our Company and as an inducement material to his or her entering into employment with our Company.

As of March 10, 2026, subject to stockholder approval of this Proposal 6, our Board will not grant any additional awards under the Inducement Plan. While we may continue to grant further awards under the Restated Plan between March 10, 2026 and the Annual Meeting date, to the extent we do so, the share reserve under the Restated Plan will be reduced by the number of shares that we grant under the Restated Plan, if any, between March 10, 2026 and the Annual Meeting date.

If we do not obtain requisite stockholder approval of the Restated Plan within 12 months following the date the Board approved the Restated Plan, all of the Contingent Awards will automatically be forfeited and the Restated Plan will cease to be effective, the Existing Plan and the Inducement Plan will remain in effect, and we may continue to grant awards under the Existing Plan and the Inducement Plan, subject to their terms, conditions and limitations, using the shares available for issuance thereunder.

On March 11, 2026, we granted equity awards to nine employees, including Marcus Lemonis, our Executive Chairman and Chief Executive Officer, Adrianne Lee, our President and Chief Financial Officer, Leah Putnam, our Chief Accounting Officer, and certain other employees. A portion of these awards were granted out of the share reserve increase pursuant to the Restated Plan, and are subject to stockholder approval of this Proposal 6. We refer to each of these awards as the “Contingent Awards”. Specifically, the Contingent Awards consist of an aggregate of 843,840 performance shares (assuming “target” performance), and an aggregate of 1,539,944 RSUs.

The Contingent Awards consisting of 1,500,000 RSUs granted to Mr. Lemonis were granted pursuant to the terms of his employment agreement entered into in January 2026 in connection with his commencement of service as our Chief Executive Officer, and will vest in four equal annual installments on January 1, 2027, 2028, 2029 and 2030. The Contingent Awards consisting of an aggregate of 39,944 RSUs granted to the other executive officers and employees will vest in three equal annual installments on February 17, 2027, 2028 and 2029.

The Contingent Awards consisting of 600,000 performance shares (assuming “target” performance) granted to Mr. Lemonis were granted pursuant to the terms of his employment agreement entered into in January 2026, in connection with his commencement of service as our Chief Executive Officer. The Contingent Awards consisting of performance shares granted to Mr. Lemonis will vest over a four-year performance period in four annual installments based on annual performance relative to performance metrics to be established at the beginning of each annual performance period and his continued service through the applicable service- vesting date (generally the later of the date of certification of annual performance or the corresponding anniversary of the grant date). The Contingent Awards consisting of an aggregate of 243,840 performance shares (assuming “target” performance) granted to the other executive officers and employees will vest based on achievement relative to two financial performance metrics for 2026, with the resulting earned performance shares eligible to vest in three equal annual installments based on continued service through the applicable service-vesting date (generally the later of the date of certification of annual performance or the corresponding anniversary of the grant date). For a description of the vesting terms of the Contingent Awards consisting of performance shares granted to Mr. Lemonis and our other executives, please see “Compensation Discussion and Analysis--Summary of Executive Compensation Actions Taken After Year-End” below.

For more information about the number of Contingent Awards granted to Mr. Lemonis, our NEOs and our other employees, see “Plan Benefits” below.

Additionally, we may, prior to the date of the Annual Meeting, grant additional equity awards under the Restated Plan; these awards are within the discretion of the Administrator (as defined in “Summary of the Restated Plan” below) and are not currently determinable. Any such awards will reduce the shares available for future issuance pursuant to the Restated Plan. To the extent such awards are granted out of the share reserve increase pursuant to the Restated Plan, they will be subject to stockholder approval of the Restated Plan and will also be considered “Contingent Awards.” To the extent such awards are not granted out of the share reserve increase pursuant to the Restated Plan, and the Restated Plan is not approved by stockholders and terminates, such awards will remain outstanding under the Existing Plan and will reduce the shares available for issuance thereunder.

In the event stockholder approval of the Restated Plan is not obtained within 12 months following the date the Board approved the Restated Plan, the Restated Plan will terminate, all of the Contingent Awards will be forfeited and the Existing Plan will remain in effect in accordance with its terms and conditions.

If this Proposal 6 is not approved and the Contingent Awards are forfeited, the existing equity awards held by our executive officers and our other employees may be an insufficient incentive. We may determine to implement cash-based long-term incentive compensation in the future. In addition, we may continue to grant equity awards under the Inducement Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder.

An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang. In fiscal years 2023, 2024 and 2025, the end of year fully diluted overhang was approximately 8.6%, 10.3%, and 7.2%, respectively. Fully diluted overhang is calculated by dividing (1) the sum of the number of shares subject to equity awards outstanding at the end of the fiscal year plus shares remaining available for issuance for future awards, excluding the shares that were available for issuance under our 2021 Employee Stock Purchase Plan (“ESPP”), at the end of the fiscal year by (2) the number of fully-diluted common shares outstanding at the end of the fiscal year (calculated as illustrated in the table above). Our approximate fully diluted overhang as of March 10, 2026 was 5.4% of fully-diluted common shares outstanding. As of March 10, 2026, an aggregate of 69,334,797 shares of our common stock were outstanding, and the closing price per share of our common stock on the NYSE was $4.91 per share.

If the Restated Plan is approved, subject to the share counting provisions of the Restated Plan, the Restated Plan would increase the aggregate number of shares available for grant under the Existing Plan by 4,291,000 shares, and our fully-diluted overhang would increase from 5.4% to approximately 10.6% and then will decline over time.

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the competitive labor markets in which we compete, our Board of Directors has determined that the size of the share reserve under the Restated Plan is reasonable and appropriate at this time.

The Restated Plan reflects a broad range of compensation and governance best practices, with some of the key features of the Restated Plan as follows:

Stockholder approval of the Restated Plan is necessary in order for the Company to meet the stockholder approval requirements of New York Stock Exchange (“NYSE”) and to grant stock options that qualify as ISOs under Section 422 of the Code.

The material features of the Restated Plan are summarized below. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Restated Plan, which is included as Annex A hereto and incorporated herein by reference. Capitalized terms used herein and not defined shall have the meanings set forth in the Restated Plan.

Purpose. The purposes of the Restated Plan are to attract and retain the best available personnel, to provide additional incentive to our employees, consultants, and non-employee directors, and to promote the success of our business.

Administration. The Restated Plan may be administered by our Board or a committee, which our Board may appoint from among its members (the “Administrator”). Subject to the provisions of the Restated Plan, the Administrator has the authority to: (i) interpret the Restated Plan, apply its provisions and reconcile any inconsistency, correct any defect and supply any omission in the plan or an award agreement; (ii) prescribe, amend or rescind rules and regulations relating to the Restated Plan; (iii) select the persons to whom awards are to be granted; (iv) subject to individual fiscal year limits applicable to each type of award, determine the number of shares or equivalent units to be made subject to each award; (v) determine whether and to what extent awards are to be granted; (vi) determine the terms and conditions applicable to awards generally and of each individual award (including the provisions of the award agreement to be entered into between the Company and the participant), including any performance goals applicable to such individual award; (vii) amend any outstanding award subject to applicable legal restrictions; (viii) authorize any person to execute, on our behalf, any instrument required to effect the grant of an award; (ix) approve forms of agreement for use under the Restated Plan; (x) allow participants to satisfy withholding tax obligations by tendering cash or shares owned by the participant or electing to have the Company withhold from the shares or cash to be issued that number of shares or cash having a fair market value equal to the maximum amount required to be withheld; (xi) reduce the exercise price of an award to the then current fair market value if the fair market value of the stock covered by the award has declined since the date the award was granted, provided our stockholders have approved such action; (xii) institute an award exchange program, provided that no exchange will cause the exercise price of an award to be reduced unless our stockholders have approved such action; (xiii) determine the fair market value of our stock; and (xiv) subject to certain limitations, take any other actions and make all other determinations deemed necessary or advisable for the administration of the Restated Plan. All decisions, interpretations and other actions of the Administrator shall be final and binding on all holders of awards and on all persons deriving their rights therefrom.

Types of Awards. Awards granted under the Restated Plan may be ISOs, nonstatutory stock options, restricted stock, RSUs, SARs, performance units, or deferred stock units, as determined by the Administrator at the time of grant.

Shares Available. Subject to adjustment for changes in capitalization and the share counting provisions of the plan, the number of shares available for issuance under the Restated Plan as of the Restatement Effective Date is equal to the sum of:

Assuming stockholder approval of the Restated Plan, and subject to adjustments for changes in capitalization and the share recycling provisions, as of the Stockholder Approval Date, there will be (i) 4,679,179 shares available for future awards (consisting of 388,179 shares available for future grants under the plan as of the Restatement Effective Date plus 4,291,000 newly authorized shares under the Restated Plan), less (ii) the number of shares granted under the Restated Plan following the Restatement Effective Date and prior to the date of the Annual Meeting, including the Contingent Awards, plus (iii) the number of shares, if any, subject to outstanding awards under the Restated Plan, the Lemonis Performance-Based Options and Inducement Plan Awards as of the Restatement Effective Date or granted thereafter that subsequently become available for issuance under the Restated Plan following the Restatement Effective Date and prior to the date of the Annual Meeting pursuant to the share counting provisions described below.

As of March 10, 2026, subject to approval of this Proposal 6, our Board will not grant any additional awards under the Inducement Plan. While we may continue to grant awards under the Restated Plan between March 10, 2026 and the Annual Meeting date, to the extent we do so, the share reserve under the Restated Plan will be reduced by the number of shares that we grant under the Restated Plan, if any, between March 10, 2026 and the Annual Meeting date.

A maximum of 14,000,000 shares will be available for issuance upon exercise of any ISO granted under the Restated Plan.

The shares of stock covered by the Restated Plan may be authorized but unissued shares, or reacquired shares. Under the Restated Plan, to the extent that an award or, after the Restatement Effective Date, an Inducement Plan Award or the Lemonis Performance-Based Options, terminates, expires, or lapses for any reason, or, with respect to restricted stock, RSUs, performance units, performance shares, deferred stock units or dividend equivalents, including after the Restatement Effective Date, an Inducement Plan Award that is a RSU or performance shares, is forfeited to or repurchased by us due to the failure to vest, the unpurchased shares (or for awards other than options or stock appreciation rights or the Lemonis Performance-Based Options, the forfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the Restated Plan (unless the Restated Plan has terminated). Notwithstanding the foregoing, the following shares will not become available again for issuance or delivery under the Restated Plan (a) shares subject to an option or the Lemonis Performance-Based Options that are tendered or withheld in payment of the exercise price of such option; (b) shares covered by, but not issued upon settlement of, stock-settled stock appreciation rights; (c) shares delivered to, or withheld by, the Company to satisfy any tax withholding obligation with respect to an option or stock appreciation right or the Lemonis Performance-Based Options; or (d) shares purchased on the open market with the proceeds from an option exercise or the proceeds from an exercise of the Lemonis Performance-Based Options. Shares that have actually been issued under the Restated Plan, the Inducement Plan or the Lemonis Performance-Based Options under any award will not be returned to the Restated Plan and will generally not become available for future distribution under the Restated Plan, however, if shares issued pursuant to awards of restricted stock, RSUs, performance shares, performance units, deferred stock units or dividend equivalents, including after the Restatement Effective Date, Inducement Plan Awards that are RSUs or performance shares, are repurchased by us or are forfeited to us due to the failure to vest, such shares will become available for future grant under the Restated Plan. Shares used to satisfy the tax withholdings related to an award under the Restated Plan or, after the Restatement Effective Date, an Inducement Plan Award that is a RSU or performance shares, other than an option or stock appreciation right or the Lemonis Performance-Based Options, will become available for future grant or sale under the Restated Plan. To the extent an award under the Restated Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the Restated Plan. No fractional shares may be issued under the Restated Plan.

Eligibility. The Restated Plan provides that awards may be granted to our employees, consultants and non-employee directors, and employees and consultants of our subsidiaries, as determined by the Administrator. ISOs may be granted only to employees (including officers and employee directors). As of March 10, 2026, we had approximately 362 employees, 117 consultants, and six non-employee directors who were eligible to participate in the Restated Plan.

Limitations on Awards to All Participants. The Restated Plan imposes limits on certain awards that may be granted during any fiscal year to any participant. With respect to awards of stock options and SARs, no participant may be granted in any fiscal year options to purchase more than 2,000,000 shares or SARs covering more than 2,000,000. With respect to awards of restricted stock, RSUs, and performance shares, no participant may be granted in any fiscal year more than 2,000,000 shares of restricted stock, 2,000,000 RSUs, or 2,000,000 performance shares. No Participant shall receive performance units, which may be settled only in cash, in any fiscal year, having an initial value greater than $15,000,000.

Limitation on Awards to Non-Employee Directors. The Restated Plan imposes limits on the awards that may be granted during any fiscal year to any non-employee director, taken together with any cash fees paid by the Company to such non-employee director during such fiscal year for service as a non-employee director. The sum of cash compensation and the value of awards granted to a non-employee director under the Restated Plan as compensation for services as a non-employee director during any fiscal year of the Company may not exceed $400,000 (increased by an additional $200,000 for service on any special committee of the Board). Consulting fees or other compensation paid to non-employee directors for services in any capacity in addition to the services normally performed by a non-employee Director, including compensation for service as Executive Chairman, are not included in calculating such limits.

Types of Equity Awards. Subject to the terms and conditions of the Restated Plan, the following types of equity awards may be granted to our employees, non-employee directors, and consultants at any time and from time to time at the discretion of the Administrator:

Unless otherwise stated in the restricted stock agreement, a holder of restricted stock will have the rights and privileges of a stockholder, including the right to vote; provided that dividends paid with respect to a restricted stock award will be subject to the same vesting restrictions and risk of forfeiture as the underlying award. A holder of RSUs will not be a stockholder until the shares are issued, and until such time, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the underlying shares.

Tax Withholding. The Restated Plan permits the Administrator to allow for the withholding or surrender of shares in satisfaction of tax withholding with respect to awards with a value up to the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding.

Non-Transferability of Awards. Unless determined otherwise by the Administrator, an award granted under the Restated Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an award granted under the Restated Plan transferable, such award shall contain such additional terms and conditions as the Administrator deems appropriate.

Clawbacks. In the event of an accounting restatement, the plan administrator may in its sole discretion require a participant to repay or forfeit that portion of time- and/or performance-based awards that were granted, earned or vested during the Company’s three immediately preceding completed fiscal years that the plan administrator determines was in excess of the amount that would have been granted, earned or vested during such period based on the restated results. Additionally, awards which are subject to recovery under the Company’s Clawback Policy (as defined under “Compensation Discussion and Analysis—Compensation Recovery Policy” below), any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to the Clawback Policy as such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Adjustment Upon Changes in Capitalization. In the event that our capital stock is changed by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of our stock or any other increase or decrease in the number of issued shares of stock effected without receipt of consideration by us, appropriate proportional adjustments shall be made in the number and class of shares of stock subject to the Restated Plan, the individual fiscal year limits applicable to restricted stock, RSUs, performance share awards, performance units, SARs and options, the number and class of shares of stock subject to any award outstanding under the Restated Plan, and the exercise price of any such outstanding option or SAR or other award. Any such adjustment shall be made by the Administrator or the Compensation Committee of our Board, whose determination shall be conclusive.

Change of Control. In the event of a change of control, the successor entity (or its parent or subsidiary) may assume or substitute each outstanding award.

No Repricing of Awards. Other than pursuant to the provisions of the Restated Plan described above under the headings “Adjustment Upon Changes in Capitalization” and “Change of Control,” the Administrator may not without the approval of the Company’s stockholders (1) reduce the exercise price of an award to the then-current fair market value of the common stock covered by such award that has declined since the date of grant or (2) cancel an option or SAR in exchange for cash or another award if such exchange causes the exercise price of the option or SAR to be reduced.

Amendment, Suspensions and Termination of the Restated Plan. Our Board may amend, suspend, or terminate the Restated Plan at any time; provided, however, that stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable rule or statute or by the rules of any stock exchange or automated quotation system on which the Company’s shares may then be listed or quoted. In addition, the Restated Plan provides that no Incentive Stock Options may be granted more than ten (10) years after the earlier of (i) the date the Board adopted the Restated Plan, or (ii) the date the stockholders of the Company approve the Restated Plan.

Securities Laws. The Restated Plan is intended to conform to all provisions of the Securities Act of 1933, as amended, and the Exchange Act and any and all regulations and rules promulgated by the SEC thereunder, including, without limitation, Rule 16b-3. The Restated Plan will be administered, and awards will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.

Equity Compensation Plan Information. See the section in this Proxy Statement titled “Compensation Tables and Narratives—Equity Compensation Plan Information” for summary of awards granted under our equity incentive plans, including the Restated Plan.

Incentive Stock Options (ISOs). An optionee who is granted an ISO will not recognize taxable income either at the time the option is granted or upon its exercise, although the exercise is an adjustment for alternative minimum tax purposes and may subject the optionee to the alternative minimum tax. Upon the sale or exchange of the shares more than two years after grant of the option and one year after exercise of the option, any gain or loss will be treated as long-term capital gain or loss. If these holding periods are not satisfied, the optionee will recognize ordinary income at the time of sale or exchange equal to the difference between the exercise price and the lower of (i) the fair market value of the shares at the date of the option

exercise or (ii) the sale price of the shares. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income will be characterized as long-term or short-term capital gain or loss, depending on how long the optionee held the shares after the date of exercise.

Non-Statutory Stock Options. All other options that do not qualify as ISOs are referred to as non-statutory options. An optionee will not recognize any taxable income at the time a non-statutory option is granted. However, upon its exercise, the optionee will recognize ordinary income generally measured as the excess of the then-fair market value of the shares purchased over the exercise price. Any taxable income recognized in connection with an option exercise by an optionee who is an employee of the Company will be subject to tax withholding by the Company. Upon resale of such shares by the optionee, any difference between the sales price and the optionee’s purchase price, to the extent not recognized as taxable income as described above, will be treated as long-term or short-term capital gain or loss, depending on how long the optionee held the shares after the date of exercise.

Stock Appreciation Rights. A participant will not recognize any taxable income at the time a SAR is granted. Upon exercise, the participant will recognize ordinary income in an amount equal to the fair market value of any shares of our stock received and/or the amount of cash received. Any additional gain or loss recognized upon any later disposition of the shares of our stock would be a capital gain or loss, depending on how long the participant held the shares.

Restricted Stock. A participant will not recognize taxable income upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b) of the Code, the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the grant date over the amount the participant paid for such shares, if any. Any additional gain or loss recognized upon any later disposition of the shares of our stock would be a capital gain or loss.

Restricted Stock Units, Performance Units, Performance Shares and Dividend Equivalents. A participant will not recognize any taxable income upon grant of an award of RSUs, performance units, performance shares or dividend equivalents. Instead, the participant will recognize ordinary income at the time of receipt of the shares or cash equal to the fair market value (on the date of receipt) of the shares or cash received minus any amount paid for the shares of our stock. Any additional gain or loss recognized upon any later disposition of the shares of our stock would be a capital gain or loss.

Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the Restated Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income. Special rules limit the deductibility of compensation paid to our “covered employees,” which are (1) our chief executive officer and our chief financial officer; (2) our three highest paid officers (other than the chief executive officer or the chief financial officer); and (3) any employee who was one of our “covered employees” for any preceding taxable year beginning after December 31, 2016. Under Section 162(m) of the Code, the annual compensation paid to any of these covered employees will be deductible only to the extent that it does not exceed $1,000,000. It is possible that compensation attributable to awards under the Restated Plan, when combined with all other types of compensation received by a covered employee from us, may cause this limitation to be exceeded in any particular year. While the Compensation Committee considers tax and accounting implications as factors when considering executive compensation, they are not the only factors considered. Other important considerations outweigh tax or accounting considerations. In addition, the Compensation Committee reserves the right to establish compensation arrangements that may not be fully tax deductible under applicable tax laws. We cannot assure you that compensation attributable to awards granted under the Restated Plan will be deductible under Section 162(m) of the Code.

Requirements Regarding “Deferred Compensation.” Certain of the benefits under the Restated Plan may constitute “deferred compensation” within the meaning of Section 409A of the Code, a provision governing “nonqualified deferred compensation plans.” Failure to comply with the requirements of the provisions of Section 409A regarding participant elections and the timing of payment distributions could result in the affected participants being required to recognize ordinary income for federal tax purposes earlier than expected, and to be subject to substantial penalties.

The foregoing is only a summary of the effect of federal income taxation upon us and upon the participant, does not purport to be complete, and does not discuss the tax consequences of the participant’s death or the income tax laws of any

municipality, state or foreign country in which a participant may reside. It also does not discuss the potential application of Section 280G of the Code, which can apply to an “excess parachute payment.” Further, different rules may apply if the participant is also an officer, director, or 10% stockholder of the Company.

On March 11, 2026, we granted awards to nine employees, a portion of which represent Contingent Awards that were granted subject to obtaining stockholder approval of the Restated Plan. The following table sets forth information pertaining to these awards as of March 11, 2026. In the event stockholder approval of the Restated Plan is not obtained within 12 months following the date the Board adopted the Restated Plan, all of the Contingent Awards will be automatically forfeited. The remaining awards outlined in the table below that are not Contingent Awards were granted out of the remaining share reserve under the Existing Plan and are not subject to stockholder approval of the Restated Plan.

Our non-employee directors are eligible to receive annual awards under our non-employee director compensation program (which will be granted pursuant to the Restated Plan on the date of the Annual Meeting, assuming the Restated Plan is approved by stockholders). The aggregate number of shares subject to their awards will depend on the value of our common stock on the grant date, and is therefore not determinable and not reflected in the table below. For a description of our non-employee director compensation program, see “Compensation Tables and Narratives—Compensation of Directors” below.

Other than with respect to the annual equity awards to our non-employee directors as described below under “Compensation Tables and Narratives—Compensation of Directors,” and the awards described above (as shown in the table below), all future awards under the Restated Plan are subject to the discretion of the Administrator and the Company is unable to determine the amount of benefits that may be received by participants under the Restated Plan, if approved.

Additionally, we may, prior to the date of the Annual Meeting, grant additional equity awards under the Restated Plan, although these awards are within the discretion of the Administrator and are not currently determinable. Any such awards will reduce the shares available for future issuance pursuant to the Restated Plan. To the extent such awards are granted out of the share reserve increase pursuant to the Restated Plan, they will be subject to stockholder approval of the Restated Plan and will be considered “Contingent Awards.” To the extent such awards are not granted out of the share reserve increase pursuant to the Restated Plan, and the Restated Plan is not approved by stockholders, such awards will remain outstanding under the Existing Plan and will reduce the shares available for issuance thereunder.

The table below shows, as to our NEOs and the various indicated groups, the number of shares of common stock subject to awards granted under the Existing Plan through March 10, 2026 that were outstanding as of such date (for the avoidance of doubt, the awards granted on March 11, 2026, including the Contingent Awards are reflected in the table above and are not reflected in the table below):

The affirmative vote of the holders of a majority of the votes cast (excluding abstentions) on Proposal 6 is required to approve this Proposal 6.

The Board unanimously recommends a vote “FOR” approval of Proposal 6—Approval of an Amendment and Restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan.

If other matters are properly presented at the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, the proxy holders will vote, or otherwise act, to the extent they are legally permitted to do so, on your behalf in accordance with instructions from the Board or the Nominating and Corporate Governance Committee or, in the absence of instructions from the Board or the Committee, their judgment on such matters.

The Board currently consists of seven members. The seven nominees for election are current members of the Board. All of our directors are elected annually and serve terms to expire at the following year’s annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the seven nominees standing for election at the Annual Meeting. If either nominee is unable or declines to serve as a director at or prior to the time of the Annual Meeting, the proxies will be voted for a substitute nominee, if any, designated by the Nominating and Corporate Governance Committee of the Board to fill the vacancy or the Board may elect to reduce its size. It is not expected that any nominee will decline nor be unable to serve as a director. The proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees.

The Board has determined that a majority of our Board consists of independent members and will continue to consist of independent directors after the Annual Meeting. The Board has determined that each of our current directors is independent within the meaning of the director independence standards of the NYSE, except Marcus A. Lemonis, who serves as our Chief Executive Officer and Executive Chairman.

There are no family relationships among any of our executive officers or directors.

The following Board Composition chart identifies certain key skills and characteristics and self-identified backgrounds of our Board as of March 16, 2026.