Gagnon Securities, LLC: investment adviser

As we aim for capital appreciation, our client portfolios reflect the best opportunities we find across sectors and market capitalizations, assembled stock by stock and balanced to mitigate risk. As a group, we share a core belief that thoughtful and persistent research coupled with disciplined risk-taking will yield outsized returns over time. Investment Restrictions The investment objectives for our clients and the portion of an individual or institution’s net worth that is invested with our Firm must be aggressive growth. If an individual client or institution is restricted from purchasing a specific security due to an affiliation with the company, then an account can be blocked from transacting in that security. In addition, if clients have a moral objection or otherwise object to purchasing securities of a company that offers specific services or products, such as for example tobacco or gambling, their account can be blocked from transacting in those securities. Assets Under Management Gagnon Securities has the following regulatory assets under management as of December 31, 2025: Discretionary

$529,713,650.60

Non-Discretionary

$0

Total

$529,713,650.60

It is the policy of Gagnon Securities that commission and transaction fees are not refundable unless an error in the amount charged has occurred, at which time we will promptly process a trade correction to reflect the correct amount. Clients who maintain retirement accounts, and former clients of Townsend Group Investments ("Townsend") who maintain retirement and non-retirement accounts, are charged a management fee equal to 2.25% (for long only accounts) or 3.00% (for hedged accounts) per annum paid monthly at the beginning of each month in arrears for the previous month, calculated on the average capital for the previous month. These accounts are not also charged commissions or transaction fees on the trades executed on their behalf. A management fee is charged for both advisory and brokerage services we provide. Management fees are non-negotiable and non-refundable. Former Townsend clients who open non-retirement accounts will be charged an asset-based advisory fee, consistent with their prior fee structure, even though it is Gagnon Securities' practice to charge a transaction-based advisory fee for non-retirement advisory accounts. The asset-based fee structure is being offered to former Townsend clients because it is consistent with the type of advisory fees previously charged by Townsend and is consistent with the terms of the acquisition between Townsend and Gagnon Securities. Variables that affect the amount of trading in an account, such as account type, market conditions and the portfolio manager’s strategy, can increase or decrease the amount of trading in an account. Due to these variables, at times the asset-based advisory fees applied to retirement or nonretirement accounts are more or less advantageous for clients, than the commission and transaction-based fees paid by the majority of non-retirement accounts and also by employee accounts. Generally, if there is a high level of trading activity in the account, an asset-based advisory account has the potential to be economically more favorable for the client. However, if the account does not trade actively, it has the potential to be economically more favorable for the client to pay a transaction-based advisory fee. Clients are advised of their fee structure prior to investing with Gagnon Securities. Deduction of Fees For clients who are charged the commission and transaction fee structure, these fees are deducted from the account at the time of each trade and disclosed to the client on the confirmation for that trade. For clients who are charged an asset-based management fee structure, those fees are deducted at the

beginning of each month from the clients’ accounts. This amount is shown on each client’s brokerage statement and, upon request, is available in invoice format. Other Fees and Expenses Margin Accounts: Clients who maintain margin accounts have additional funds available to purchase securities through loans from our custodian secured by the securities held in the clients’ individual accounts at the custodian. Margin accounts allow Gagnon Securities to invest more money on behalf of a client, but are riskier than cash accounts. Margin accounts are the only accounts in which you can transact in short strategies. Because our custodian lends the client money, margin accounts are subject to margin and short interest charges. Your account pays interest to the custodian and a portion of that interest is credited to Gagnon Securities. With regard to short positions, your account is charged for borrowing securities, but Gagnon Securities absorbs this cost. However, Gagnon Securities receives a credit for the shorts that are maintained in the accounts it manages. As a result, Gagnon Securities has a conflict of interest in connection with the recommendation of margin accounts because it receives additional compensation in connection with such accounts from our clearing firm, as compared to long only accounts/strategies. We address this conflict by disclosing this conflict to clients. Further, we do not take such potential revenue into account when making account-type recommendations. For a more detailed discussion about our custodian, please refer to Item 15. Additionally, accounts that participate in Fidelity’s fully paid lending program can receive an interest rate-based fee, credited monthly to their account. Clients must be enrolled in the program to participate, and securities must be fully paid for. However, it is at Fidelity’s discretion and needs to dictate the security in which credit will be paid, the amount of payment and which accounts will receive payment. This program creates a conflict whereby; it creates an incentive for Gagnon to clear client transactions through NFS. Prepaid Fees There are no pre-paid fees at Gagnon Securities Compensation for the Sale of Securities Neither Gagnon Securities nor any of its representatives are compensated from the sale of products or securities outside of the compensation and fees described above.

The information that is shared does not account for the client’s financial circumstances or investment objectives. This relationship exists solely because the client finds value in Gagnon Securities' research-intensive approach to evaluating investments.

Working toward that goal involves risk and requires patience. We invest with a long-term perspective, recognizing that periods of volatility, sometimes extreme, are inevitable in this process. Our method is not for everyone. We make mistakes; at times, so do the companies we invest in. Therefore, our accounts experience large monthly, quarterly or even yearly fluctuations. We go to great lengths to ensure that clients understand exactly what we do and, more importantly, that our investment approach fits their needs. Establishing this clarity of purpose from the outset enables us to concentrate more fully on what we do best. We spend our time studying companies. We meet with management teams to better evaluate their business plans for growth and incentives. Companies visit our offices, and we frequently travel to their headquarters and other facilities to further assess their prospects. We augment these visits by talking to employees, suppliers, partners and competitors. We attend trade shows and conferences, read industry-specific publications and speak to numerous analysts to build an information mosaic around the companies we follow. Our craft is to understand the microeconomics of a business, then synthesize information about competitive, economic and internal factors to determine which issues represent opportunities or potential dangers. Capitalizing on these opportunities and responding quickly to downturns requires intensive focus. Timing can prove crucial. Our clients hire us for this ability and give us the freedom to act on their behalf (without authorizing each decision) by signing a limited trading authorization and managed account agreement.

Without admitting or denying the SEC’s findings, Mr. Gagnon agreed to cease and desist from future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2 and 16a-3 thereunder, and to pay a civil monetary penalty of $75,000.

Additional investments can be purchased by partners in the Gagnon Private Partners Fund. Other Material Relationships Maureen Drew is a Senior Partner/Registered Representative of Gagnon Securities, she is a member of Gagnon Advisors LLC. Brian Gagnon is a Senior Partner/Registered Representative of Gagnon Securities. He is a member of Gagnon Advisors, LLC. In addition, Brian Gagnon is the president of Hilltop Aviation LLC. Brian is also an advisory council member of the National Kidney Foundation – NKF Innovation Fund. Neil Gagnon is the Managing Partner/Registered Representative of Gagnon Securities. He is a principal of Gagnon Advisors LLC. Gagnon Advisors LLC is the investment manager to Gagnon Investment Associates Master Fund and GIS Fund of Funds LLC. Gagnon Investment Associates Master Fund consists of Gagnon Investment Associates LLC, a domestic long/short hedge fund, and Gagnon Investment Associates Offshore Ltd., a Cayman long/short hedge fund. GIS Fund of Funds LLC, is a domestic fund of funds. Neil Gagnon is also a member of GagnonLee Management, LLC which is the investment manager of, and GagnonLee Associates, which serves as the General

Partner to, The Darwin Partnership L.P., a domestic long/short equity hedge fund, which Neil Gagnon co-manages. In addition, Neil Gagnon is a limited partner in Hilltop Aviation LLC and the owner of Penguin Ice Cream Shop, where he is not involved in day-to-day activities. Neil Gagnon is the president of the Gagnon Family Foundation (it is possible for Gagnon Securities to make a donation to the Gagnon Family Foundation) and a Board Member of the Cathay Advisory Board. Dwight Lee is a Partner/Registered Representative of Gagnon Securities. Dwight Lee is a member of Lee Associates, LLC , which serves as the investment manager as well a General Partner of Upland Asset Management, the General Partner to Upland Associates L.P., a long/short equity hedge fund, which Dwight Lee manages. Dwight Lee is also a member of GagnonLee Management, LLC, which serves as the investment manager of, and GagnonLee Associates, which serves as the General Partner to, The Darwin Partnership L.P., long/short equity hedge fund which he co-manages. In addition, Dwight Lee co-manages GIS Fund of Funds. Dwight Lee is involved in the following organizations: The Graduate Center Foundation Inc., CUNY-Trustee, Vice Chair of the Board and Chairman for the Committee of Trustees; The John Simon Guggenheim Memorial FoundationChairman Board of Trustees; The Century Association - Investment Committee Member; Civitella Ranieri Foundation, a non-profit organization - Treasurer, member of the Board of Directors and the Executive Committee. Willis Taylor is a Senior Partner/Registered Representative of Gagnon Securities. He is the managing member of WGT Asset Management LLC, which is the investment manager of Old Growth Partners LLC, a domestic long/short equity fund that Willis Taylor manages. Willis Taylor is also a member of GagnonLee Management, LLC, which is the investment manager and GagnonLee Associates, which serves as the General Partner to The Darwin Partnership L.P., a domestic long/short equity hedge fund, which Willis Taylor co-manages. In addition, Willis Taylor is the Managing General Partner of Upland Asset Management, L.P. and a member of Gagnon Advisors, LLC. Jonathan Robohm is a Partner/ Registered Representative of Gagnon Securities, and co-manager of GIS Fund of Funds. Receipt of Compensation from Investment Advisers Neither Gagnon Securities nor any affiliated persons receive any compensation from any nonaffiliated investment advisers in connection with Gagnon Securities’ management of its client accounts.

these obligations. Gagnon Securities expects all employees to act with honesty, integrity, and professionalism and to adhere to federal securities laws. A copy of our Business Code of Ethics in its entirety will be sent to you upon request. Please contact Lisa Ferrante at 212-554-5060 or lisa@gagnonsec.com to obtain a copy. Participation or Interest in Client Transactions It is against Gagnon Securities’ Business Code of Ethics to for it or any of our affiliated persons to have participation or interest in client accounts or transactions. Participation or Interest in Personal Trading As more fully described in the Gagnon Securities Code of Ethics, all employees are required to submit reports detailing their personal securities holdings to the Chief Compliance Officer on an initial basis, a quarterly basis and an annual basis. In addition, any personal trading in outside accounts requires additional prior approval from the Chief Compliance Officer. Gagnon Securities requires its employees to submit brokerage statements and trade confirmations for accounts held outside Gagnon Securities, unless the employee maintains an outside discretionary account. For employees that have discretionary accounts outside of Gagnon Securities, they are required to show documentation that gives discretion to another person. In addition, brokerage statements must be provided. In instances when the Chief Compliance Officer has engaged in personal securities transactions, Neil Gagnon, Managing Partner, shall review the Chief Compliance Officer’s brokerage statements and trade confirmations. The Funds, Discretionary Accounts and Employee Accounts Portfolio Managers at Gagnon Securities oftentimes manage accounts for themselves as well as their family members, referred to as “insider accounts.” To the extent that a portfolio manager manages accounts for clients, private funds and insiders, when an order is placed to purchase or sell a security, clients' accounts are executed FIRST. Once the trade order for clients is complete, the private funds will be executed and, lastly, the insider accounts.

Trading through Gagnon Securities, in its capacity as broker dealer, creates a conflict of interest. Gagnon Securities may not always be able to achieve the most favorable execution for transactions in client accounts and clients may pay higher transaction costs or receive less favorable prices as a result of trading through Gagnon Securities. The prices, commissions, other execution costs and transaction charges for trades directed through Gagnon Securities, acting as broker dealer, and executed through other broker dealers, banks or other counterparties may not be as favorable as those that might be obtained if the trades were placed through another broker dealer. Gagnon Securities clears through National Financial Services (“NFS”). Gagnon Securities has entered into a clearing agreement with NFS pursuant to which Gagnon Securities has a minimum amount due and whereby Gagnon Securities receives certain compensation from NFS. This compensation is typically paid through a portion of the margin interest and short credits that are associated with the accounts. Research and Other Soft Dollar Benefits Gagnon Securities has no soft dollar agreements and receives no soft dollar benefits. Directed Brokerage Gagnon Securities does not allow clients to direct securities transactions to another broker-dealer, but rather, as discussed above, clients direct trading through Gagnon Securities in its capacity as broker dealer. Aggregation of Trades It may be determined that the purchase or sale of a particular security is appropriate for more than one client account, in which case client orders will be aggregated or “bunched”. In such cases, Gagnon Securities owes fiduciary duties to each client and, therefore, has an obligation to treat each client fairly. When aggregating orders, and in the process of allocating block purchases and block sales to individual client accounts, Gagnon Securities follows a Trade Allocation Procedure designed to treat all clients fairly and to achieve an equitable distribution of bunched orders. If orders are combined, we will give each client the average price for the combined order and will allocate securities to client accounts pro rata, i.e. in proportion to the size of the orders placed. Additionally, Gagnon Securities, as a matter of policy, does not aggregate trades so as to include client accounts, managed pooled accounts and Gagnon Securities affiliate accounts within the same block. Client accounts are only aggregated with other client accounts. Managed pooled accounts and Gagnon Securities affiliate accounts are aggregated separately and traded after the aggregated client account block has executed. If an exception to this rule occurs, it will be documented and approved by the compliance officer. Additionally, while Gagnon Securities is a dually registered Investment Adviser and Broker Dealer, circumstances can arise where the firm receive an order from a brokerage-only client to buy or sell in the same security as advisory clients, managed pooled accounts and affiliates of Gagnon Securities. When this occurs, the trader will notify the brokerage-only client that there are competing orders on the trade desk. If the brokerage-only client decides to continue the trade, the brokerage-only client will be executed alongside the advisory clients, managed pooled accounts and/or affiliates of Gagnon Securities. The orders will be worked simultaneously and executed appropriately.

IPO Trades Investing in IPOs is strictly prohibited for all Gagnon Securities employees. Each portfolio manager whose clients meet the requirements to participate in an IPO will be allocated on a pro rata basis based on percentage of assets the portfolio manager represents. For example: Manager “A” has 10 accounts but only 5 can participate in an IPO. The market value of those 5 accounts total $20,000. Manager “B” has 3 accounts and all 3 can participate. The market value of those accounts total $5,000. The shares received from the IPO would be split 80% to Manager “A” and 20% to Manager “B”. (20,000+5,000= 25,000) Manager “A” = 20,000/25,000 = 80% Manager “B” = 5,000/25,000 = 20% Allocation to those eligible accounts will be as follows: 1) Clients are allocated shares first. Once all clients are completed for that manager, then the pooled investment accounts for that manager can receive an allocation. It’s important to note that any shares allocated to the pooled investment accounts will not have any realized or unrealized gain or losses applied to those limited partners who are insiders. 2) If the allocation does not complete the clients’ accounts and a partial allocation occurs, the allocation of shares will be based on the worst performing accounts for the prior month for that portfolio manager. Any other method of allocation would require approval from the operations manager and/or CCO.

Ferrante, or her designee, will review and approve all new accounts to check for completeness of a client application, suitability standards and compliance with anti-money laundering procedures. Routinely, both the operational staff and portfolio managers will review client accounts and positions, with oversight from Ms. Ferrante or her designee. Included in the portfolio manager’s quarterly letters to clients, it is requested that clients notify Gagnon Securities of any changes in their investment objectives or financial information to ensure suitability.

Client Reports Clients that have activity in their accounts for the month will receive monthly brokerage statements from Fidelity Clearing & Custody Solutions, National Financial Services LLC ("NFS"), as well as timely trade confirmations. Clients, at a minimum, will receive brokerage statements quarterly. In addition, at a minimum, a quarterly letter is written by the client's portfolio manager. These letters give the portfolio manager an opportunity to provide his/her clients with an update on various topics, including, but not limited to, a market outlook, portfolio holdings, investment strategies, tax transactions and macroeconomic events. In addition, upon request, clients can receive a portfolio summary and cost basis report through in-house software system provided by SS&C Technologies or our clearing firm NFS.

While this is an incentive for Gagnon to clear through NFS, it is not the only factor Gagnon considered in determining to maintain this clearing relationship. However, the receipt of such credits creates an incentive for Gagnon to clear client transactions through NFS.