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Subsequent Event | 9 Months Ended
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Sep. 24, 2025
Subsequent Events [Abstract] |
Subsequent Event | Subsequent Event Agreement and Plan of Merger On November 3, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), made by and among Sparkle Topco Corp., a Delaware corporation (“Parent”); Sparkle Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Merger Sub”); and the Company. On the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Surviving Corporation”). In the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares owned directly by the Company (or any wholly owned Subsidiary of the Company), Parent, Merger Sub or any of their respective Affiliates immediately prior to the Effective Time of the Merger, which shall be cancelled and retired and shall cease to exist, and no consideration delivered in exchange for such cancellation and retirement, and (ii) shares outstanding immediately prior to the Effective Time of the Merger and held by a holder who has neither voted in favor of the Merger nor consented thereto in writing and who is entitled to demand, and has properly demanded, appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the Delaware General Corporation Law in respect of such shares) shall be converted into the right to receive cash in the amount of $6.25 per share, without interest, less any required withholding taxes. Restricted stock units of the Company, including deferred stock units, with respect to shares of common stock issued under a Company equity plan that are at the time of determination, subject to vesting or forfeiture based solely only on criteria related to continued service or employment (“Company RSUs”) outstanding immediately before the effective time of the Merger shall, automatically and without any action on the part of the Company, Parent or the holder thereof, be cancelled and terminated and converted into the right to receive from the Surviving Corporation an amount in cash (without interest and subject to applicable withholding taxes) equal to the product obtained by multiplying (x) the aggregate number of shares of common stock underlying such Company RSU, by (y) $6.25. Restricted stock units of the Company with respect to shares of common stock issued under a Company equity plan that are at the time of determination, subject to conditions of vesting or forfeiture that are based on performance criteria (“Company PSUs”) outstanding immediately before the effective time of the Merger shall, automatically and without any action on the part of the Company, Parent or the holder thereof, be cancelled and terminated and converted into the right to receive from the Surviving Corporation an amount in cash (without interest and subject to applicable withholding Taxes) equal to the product obtained by multiplying (x) the aggregate number of shares of common stock underlying such Company PSUs (with such number of shares of common stock determined in accordance with the terms of the applicable award agreement pursuant to which such Company PSU was granted, as contemplated by the Merger Agreement, by (y) $6.25. The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including the approval of the Merger Agreement by our stockholders, the absence of any legal prohibitions against the Merger by a governmental authority of competent jurisdiction and the accuracy of the representations and warranties of the parties set forth in the Merger Agreement, subject in most cases to “material adverse effect” qualifications. Additionally, each of the parties shall have performed in all material respects all obligations required to be performed by such party. Stockholder approval of the Merger Agreement requires approval by holders of a majority of the outstanding shares of common stock entitled to vote thereon. The transaction is expected to close during the first quarter of calendar year 2026.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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