If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 4,979,116 Shares (representing approximately 5.8% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 601,631 Shares (representing approximately 0.7% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 259,257 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 259,257 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 259,257 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 1,259,995 Shares (representing approximately 1.5% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.


SCHEDULE 13D






SCHEDULE 13D


 
Starboard Value LP
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner
Date:05/08/2026
 
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:05/08/2026
 
STARBOARD VALUE & OPPORTUNITY S LLC
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
Date:05/08/2026
 
Starboard Value & Opportunity C LP
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R LP, its general partner
Date:05/08/2026
 
Starboard Value R LP
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:05/08/2026
 
Starboard Value & Opportunity Master Fund L LP
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner
Date:05/08/2026
 
Starboard Value L LP
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:05/08/2026
 
Starboard Value R GP LLC
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory
Date:05/08/2026
 
Starboard X Master Fund Ltd
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:05/08/2026
 
Starboard Value GP LLC
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
Date:05/08/2026
 
Starboard Principal Co LP
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:05/08/2026
 
Starboard Principal Co GP LLC
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory
Date:05/08/2026
 
Smith Jeffrey C
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:05/08/2026
 
Feld Peter A
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:05/08/2026
 
Sagal Jonathan
 
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Attorney-in-Fact for Jonathan Sagal
Date:05/08/2026

Exhibit 1

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

Name and Position Principal Occupation Principal Business Address Citizenship
Patrick Agemian
Director
Director of Global Funds Management, Ltd. PO Box 10034, Buckingham Square
2nd Floor
720A West Bay Road
Grand Cayman
Cayman Islands, KY1-1001
Canada
Lindsey Cara
Director
General Counsel, Starboard Value LP Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
United States of America
Alaina Danley
Director
Managing Director of Waystone Governance Ltd. Waystone Governance Ltd.
Suite 5B201, 2nd Floor
One Nexus Way
P.O. Box 2587
Grand Cayman
Cayman Islands, KY1-1103
Cayman Islands

 

Exhibit 2

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

Sale of Common Stock (2,370,713) 8.1200 05/08/2026
Purchase of Cash-Settled Total Return Swap 2,370,713 8.1200 05/08/2026

 

STARBOARD VALUE AND OPPORTUNITY S LLC

Sale of Common Stock (286,455) 8.1200 05/08/2026
Purchase of Cash-Settled Total Return Swap 286,455 8.1200 05/08/2026

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

Sale of Common Stock (123,441) 8.1200 05/08/2026
Purchase of Cash-Settled Total Return Swap 123,441 8.1200 05/08/2026

 

STARBOARD X MASTER FUND LTD

Sale of Common Stock (599,923) 8.1200 05/08/2026
Purchase of Cash-Settled Total Return Swap 599,923 8.1200 05/08/2026

 

STARBOARD VALUE LP
(Through the Starboard Value LP Account)

Sale of Common Stock (419,468) 8.1200 05/08/2026
Purchase of Cash-Settled Total Return Swap 419,468 8.1200 05/08/2026