Westell Technologies : Financial Disclosure FY 2024

Westell Technologies, Inc.

750 North Commons Drive

Aurora, IL 60504

_______________________________

[phone]

www.westell.com

[e-mail]

AnnualReport

For the period ending March 31, 2024(the "Reporting Period")

Outstanding Shares

The number of shares outstanding of our Class A Common Stock was:

7,959,105as of March 31, 2024

7,989,671as of March 31, 2023

(Current Reporting Period Date or More Recent Date)

(Most Recent Completed Fiscal Year End)

The number of shares outstanding of our Class B Common Stock was:

3,484,287as of March 31, 2024

3,484,287as of March 31, 2023

(Current Reporting Period Date or More Recent Date)

(Most Recent Completed Fiscal Year End)

Shell Status

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Change in Control

Indicate by check mark whether a Change in Control1 of the company has occurred during this reporting period:

Yes: ☐

No: ☒

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Page 1 of 47

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer and names used by predecessor entities, along with the dates of the name changes.

Westell Technologies, Inc. (Formerly known as Electronic Information Technologies, Inc. - Name changed in October 1995 and previously formally known as R-COM, INC. - Name changed in November 1992.)

Current State and Date of Incorporation or Registration: Delaware on 10/29/1980

Standing in this jurisdiction: (e.g. active, default, inactive): Active

Prior Incorporation Information for the issuer and any predecessors during the past five years: N/A

Describe any trading suspension or halt orders issued by the SEC or FINRA concerning the issuer or its predecessors since inception:

None.

List any stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None.

Address of the issuer's principal executive office:

750 North Commons Drive, Aurora, IL 60504

Address of the issuer's principal place of business:

• Check if principal executive office and principal place of business are the same address:

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

No: ☒

Yes: ☐ If Yes, provide additional details below:

1. Security Information
   
   Transfer Agent
   
   Name:      Broadridge Corporate Issuer Solutions, Inc.Phone:       [phone]
   Email:      [e-mail]
   Address:   1155 Long Island Avenue, Englewood, NY 11717

Publicly Quoted or Traded Securities: 

The goal of this section is to provide a clear understanding of the share information for its publicly quoted or traded equity securities. Use the fields below to provide the information, as applicable, for all outstanding classes of securities that are publicly traded/quoted.

Trading symbol:

Exact title and class of securities outstanding:

CUSIP:

Par or stated value: Total shares authorized: Total shares outstanding:

Total number of shareholders of record:

WSTL

Class A Common Stock957541303

par value: $0.01 per share

109,000,000	as of date:	March 31, 2024
7,959,105	as of date:	March 31, 2024
76	as of date:	March 31, 2024

Page 2 of 47

Please provide the above-referenced information for all other publicly quoted or traded securities of the issuer. None

Other classes of authorized or outstanding equity securities that do not have a trading symbol:

The goal of this section is to provide a clear understanding of the share information for its other classes of authorized or outstanding equity securities (e.g., preferred shares that do not have a trading symbol). Use the fields below to provide the information, as applicable, for all other authorized or outstanding equity securities.

Exact title and class of security:	Class B Common Stock(1)
Par or stated value:	par value: $0.01 per share
Total shares authorized:	25,000,000	as of date: March 31, 2024
Total shares outstanding:	3,484,287	as of date: March 31, 2024
Total number of shareholders of record:	4	as of date: March 31, 2024

1. Class A Common Stock is freely transferable. Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share.

Exact title and class of the security:	Preferred Stock
Par or stated value:	par value: $0.01 per share
Total shares authorized:	1,000,000	as of date: March 31, 2024
Total shares outstanding:	None	as of date: March 31, 2024
Total number of shareholders of record:	N/A	as of date: March 31, 2024

Please provide the above-referenced information for all other classes of authorized or outstanding equity securities.

None

Security Description:

The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company's equity securities, as applicable:

1. For common equity, describe any dividend, voting and preemption rights. 

Class A Common Stock is freely transferable. Class B Common Stock is transferable only to certain permitted transferees (generally tied to the Penny family (the Company's principal stockholders)) but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share. No other dividend or preemptive rights.

2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions. 

The Board of Directors has the authority to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares

constituting any series or the designation of such series, without any further vote or action by stockholders.

3. Describe any other material rights of common or preferred stockholders. 

The members of the Penny family (principal stockholders) have a Stock Transfer Restriction Agreement that prohibits, with limited exceptions, such members from transferring their Class B Common Stock acquired prior to November 30, 1995, without first offering such stock to the other members of the Penny family. If converted,

Class B stock converts on a one-for-onebasis into shares of Class A Common Stock upon a transfer.

4. Describe any material modifications to rights of holders of the company's securities that have occurred over the reporting period covered by this report. 

None

Page 3 of 47

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

1. Changes to the Number of Outstanding Shares for the two most recently completed fiscal years and any subsequent period.

Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:

No: ☐		Yes: ☒ (If yes, you must complete the table below)
Shares Outstanding Opening Balance:
Date 03/31/2022	Class A Common: 7,705,826		*Right-click the rows below and select "Insert" to add rows as needed.
	Class B Common: 3,484,287
		Preferred: 0
Date of		Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction		type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
		issuance,	Issued (or		issued	issued at	issued to.	cash or debt	as of this	Registration
		cancellation,	cancelled)		($/per	a discount	***You must	conversion)	filing.	Type.
		shares			share) at	to market	-OR-
		returned to			Issuance	price at	disclose the	Nature of
		treasury)			(1)	the time	control person(s)	Services
						of	for any entities	Provided
						issuance?	listed.
						(Yes/No)
4/1/2022		New	34,013	Class A	$1.30	No	Timothy L.	Employee	Unrestricted	(2) (4)
		issuance					Duitsman	Compensation
4/1/2022		New	21,667	Class A	$1.30	No	Jeniffer L.	Employee	Unrestricted	(2) (4)
		issuance					Jaynes	Compensation
4/1/2022		Shares	(7,496)	Class A	$1.30	No	Jeniffer L.	Repurchase for	Unrestricted	(2) (4)
		returned to					Jaynes	tax withholdings
		Treasury
4/1/2022		New	15,000	Class A	$1.30	No	Jesse	Employee	Unrestricted	(2) (4)
		issuance					Swartwood	Compensation
4/1/2022		Shares	(5,190)	Class A	$1.30	No	Jesse	Repurchase for	Unrestricted	(2) (4)
		returned to					Swartwood	tax withholdings
		Treasury
4/1/2022		New	29,000	Class A	$1.30	No	Employee(s)	Employee	Unrestricted	(2)
		issuance						Compensation
4/1/2022		Shares	(10,099)	Class A	$1.30	No	Employee(s)	Repurchase for	Unrestricted	(2)
		returned to						tax withholdings
		Treasury
April 2022		Shares	(21,324)	Class A	$1.26	No	Open Market	Repurchase	Unrestricted	(3) (5)
		returned to					Class A	pursuant to the
		Treasury					Purchase	rule 10b5-1(c)
								purchase plan
May 2022		Shares	(11,953)	Class A	$1.24	No	Open Market	Repurchase	Unrestricted	(3) (6)
		returned to					Class A	pursuant to the
		Treasury					Purchase	rule 10b5-1(c)
								purchase plan

Page 4 of 47

Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
	issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
	cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
	shares			share) at	to market	have individual	-OR-
	returned to			Issuance	price at	with voting /	Nature of
	treasury)			(1)	the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
6/1/2022	New	34,364	Class A	$1.18	No	Timothy L.	Employee	Unrestricted	(2) (4)
	issuance					Duitsman	Compensation
6/1/2022	New	21,477	Class A	$1.18	No	Jeniffer L.	Employee	Unrestricted	(2) (4)
	issuance					Jaynes	Compensation
6/1/2022	Shares	(6,835)	Class A	$1.18	No	Jeniffer L.	Repurchase for	Unrestricted	(2) (4)
	returned to					Jaynes	tax withholdings
	Treasury
6/1/2022	New	12,886	Class A	$1.18	No	Jesse	Employee	Unrestricted	(2) (4)
	issuance					Swartwood	Compensation
6/1/2022	Shares	(4,458)	Class A	$1.18	No	Jesse	Repurchase for	Unrestricted	(2) (4)
	returned to					Swartwood	tax withholdings
	Treasury
6/1/2022	New	36,681	Class A	$1.18	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
6/1/2022	Shares	(12,470)	Class A	$1.18	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury
6/10/2022	New	81,881	Class A	$1.22	No	Timothy L.	Employee	Unrestricted	(2) (4)
	issuance					Duitsman	Compensation
6/10/2022	New	33,434	Class A	$1.22	No	Jeniffer L.	Employee	Unrestricted	(2) (4)
	issuance					Jaynes	Compensation
6/10/2022	Shares	(9,560)	Class A	$1.22	No	Jeniffer L.	Repurchase for	Unrestricted	(2) (4)
	returned to					Jaynes	tax withholdings
	Treasury
6/10/2022	New	56,292	Class A	$1.22	No	Jesse	Employee	Unrestricted	(2) (4)
	issuance					Swartwood	Compensation
6/10/2022	Shares	(16,618)	Class A	$1.22	No	Jesse	Repurchase for	Unrestricted	(2) (4)
	returned to					Swartwood	tax withholdings
	Treasury
6/10/2022	New	64,437	Class A	$1.22	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
6/10/2022	Shares	(22,386)	Class A	$1.22	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury
6/26/2022	New	5,000	Class A	$1.12	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
6/26/2022	Shares	(1,757)	Class A	$1.12	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury
June 2022	Shares	(21,553)	Class A	$1.11	No	Open Market	Repurchase	Unrestricted	(3) (7)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
							Page 5 of 47

Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
	issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
	cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
	shares			share) at	to market	have individual	-OR-
	returned to			Issuance	price at	with voting /	Nature of
	treasury)			(1)	the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
July 2022	Shares	(15,757)	Class A	$1.13	No	Open Market	Repurchase	Unrestricted	(3) (8)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
August 2022	Shares	(2,242)	Class A	$1.28	No	Open Market	Repurchase	Unrestricted	(3) (9)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
9/01/2022	New	33,334	Class A	$1.32	No	Timothy L.	Employee	Unrestricted	(2) (4)
	issuance					Duitsman	Compensation
9/01/2022	New	5,000	Class A	$1.32	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
9/01/2022	Shares	(1,172)	Class A	$1.32	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury
9/17/2022	New	5,001	Class A	$1.29	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
9/17/2022	Shares	(1,482)	Class A	$1.29	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury
September 2022	Shares	(7,400)	Class A	$1.25	No	Open Market	Repurchase	Unrestricted	(3) (10)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
October 2022	Shares	(13,757)	Class A	$1.16	No	Open Market	Repurchase	Unrestricted	(3) (11)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
11/08/2022	New	4,166	Class A	$1.20	No	Kirk R.	Board	Unrestricted	(2) (4)
	issuance					Brannock	Compensation
11/08/2022	New	4,166	Class A	$1.20	No	Robert W.	Board	Unrestricted	(2) (4)
	issuance					Foskett	Compensation
11/08/2022	New	4,166	Class A	$1.20	No	Robert C.	Board	Unrestricted	(2) (4) (12)
	issuance					Penny III	Compensation
11/08/2022	New	6,666	Class A	$1.20	No	Walter J.	Board	Unrestricted	(2) (4)
	issuance					Skipper	Compensation
11/08/2022	New	4,166	Class A	$1.20	No	Cary B. Wood	Board	Unrestricted	(2) (4)
	issuance						Compensation
11/08/2022	New	4,166	Class A	$1.20	No	Mark A. Zorko	Board	Unrestricted	(2) (4)
	issuance						Compensation
November 2022	Shares	(5,088)	Class A	$1.20	No	Open Market	Repurchase	Unrestricted	(3) (13)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan

Page 6 of 47

Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
	issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
	cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
	shares			share) at	to market	have individual	-OR-
	returned to			Issuance	price at	with voting /	Nature of
	treasury)			(1)	the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
December 2022	Shares	(13,900)	Class A	$1.22	No	Open Market	Repurchase	Unrestricted	(3) (14)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
January 2023	Shares	(15,922)	Class A	$1.26	No	Open Market	Repurchase	Unrestricted	(3) (15)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
February 2023	Shares	(2,604)	Class A	$1.37	No	Open Market	Repurchase	Unrestricted	(3) (16)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
March 2023	Shares	(2,095)	Class A	$1.61	No	Open Market	Repurchase	Unrestricted	(3) (17)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
4/1/2023	New	64,783	Class A	$1.65	No	Timothy L.	Employee	Unrestricted	(2) (4)
	issuance					Duitsman	Compensation
4/1/2023	Shares	(19,803)	Class A	$1.65	No	Timothy L.	Repurchase for	Unrestricted	(2) (4)
	returned to					Duitsman	tax withholdings
	Treasury
4/1/2023	New	29,487	Class A	$1.65	No	Jeniffer L.	Employee	Unrestricted	(2) (4)
	issuance					Jaynes	Compensation
4/1/2023	Shares	(10,201)	Class A	$1.65	No	Jeniffer L.	Repurchase for	Unrestricted	(2) (4)
	returned to					Jaynes	tax withholdings
	Treasury
4/1/2023	New	17,692	Class A	$1.65	No	Jesse	Employee	Unrestricted	(2) (4)
	issuance					Swartwood	Compensation
4/1/2023	Shares	(6,121)	Class A	$1.65	No	Jesse	Repurchase for	Unrestricted	(2) (4)
	returned to					Swartwood	tax withholdings
	Treasury
4/1/2023	New	19,000	Class A	$1.65	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
4/1/2023	Shares	(6,612)	Class A	$1.65	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury
April 2023	Shares	(5,649)	Class A	$1.69	No	Open Market	Repurchase	Unrestricted	(3) (18)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
May 2023	Shares	(14,722)	Class A	$1.69	No	Open Market	Repurchase	Unrestricted	(3) (19)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
6/1/2023	New	34,364	Class A	$1.70	No	Timothy L.	Employee	Unrestricted	(2) (4)
	issuance					Duitsman	Compensation

Page 7 of 47

Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
	issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
	cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
	shares			share) at	to market	have individual	-OR-
	returned to			Issuance	price at	with voting /	Nature of
	treasury)			(1)	the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
6/1/2023	Shares	(10,068)	Class A	$1.70	No	Timothy L.	Repurchase for	Unrestricted	(2) (4)
	returned to					Duitsman	tax withholdings
	Treasury
6/1/2023	New	21,478	Class A	$1.70	No	Jeniffer L.	Employee	Unrestricted	(2) (4)
	issuance					Jaynes	Compensation
6/1/2023	Shares	(6,146)	Class A	$1.70	No	Jeniffer L.	Repurchase for	Unrestricted	(2) (4)
	returned to					Jaynes	tax withholdings
	Treasury
6/1/2023	New	12,886	Class A	$1.70	No	Jesse	Employee	Unrestricted	(2) (4)
	issuance					Swartwood	Compensation
6/1/2023	Shares	(4,015)	Class A	$1.70	No	Jesse	Repurchase for	Unrestricted	(2) (4)
	returned to					Swartwood	tax withholdings
	Treasury
6/1/2023	New	23,795	Class A	$1.70	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
6/1/2023	Shares	(8,012)	Class A	$1.70	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury
6/26/2023	New	5,000	Class A	$1.70	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
6/26/2023	Shares	(1,770)	Class A	$1.70	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury
June 2023	Shares	(13,850)	Class A	$1.70	No	Open Market	Repurchase	Unrestricted	(3) (20)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
7/21/2023	Shares	(4,166)	Class A	$1.20	No	Robert C.	Forfeiture due	Restricted	Forfeited (4)
	returned to					Penny III	to departure
	Treasury						from the Board
							prior to vesting
July 2023	Shares	(17,042)	Class A	$1.71	No	Open Market	Repurchase	Unrestricted	(3) (21)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
August 2023	Shares	(40,031)	Class A	$1.79	No	Open Market	Repurchase	Unrestricted	(3) (22)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
9/1/2023	New	5,000	Class A	$1.70	No	Employee(s)	Employee	Unrestricted	(2)
	issuance						Compensation
9/1/2023	Shares	(1,172)	Class A	$1.70	No	Employee(s)	Repurchase for	Unrestricted	(2)
	returned to						tax withholdings
	Treasury

Page 8 of 47

Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
	issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
	cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
	shares			share) at	to market	have individual	-OR-
	returned to			Issuance	price at	with voting /	Nature of
	treasury)			(1)	the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
September 2023	Shares	(28,114)	Class A	$1.73	No	Open Market	Repurchase	Unrestricted	(3) (23)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
October 2023	Shares	(10,047)	Class A	$1.62	No	Open Market	Repurchase	Unrestricted	(3) (24)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
11/07/2023	New	3,205	Class A	$1.56	No	Kirk R.	Board	Restricted	(2) (4)
	issuance					Brannock	Compensation
11/07/2023	New	3,205	Class A	$1.56	No	Robert W.	Board	Restricted	(2) (4)
	issuance					Foskett	Compensation
11/07/2023	New	3,205	Class A	$1.56	No	Walter J.	Board	Restricted	(2) (4)
	issuance					Skipper	Compensation
11/07/2023	New	3,205	Class A	$1.56	No	Cary B. Wood	Board	Restricted	(2) (4)
	issuance						Compensation
11/07/2023	New	3,205	Class A	$1.56	No	Mark A. Zorko	Board	Restricted	(2) (4)
	issuance						Compensation
November 2023	Shares	(1,200)	Class A	$1.55	No	Open Market	Repurchase	Unrestricted	(3) (25)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
December 2023	Shares	(6,722)	Class A	$1.62	No	Open Market	Repurchase	Unrestricted	(3) (26)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
January 2024	Shares	(21,462)	Class A	$1.63	No	Open Market	Repurchase	Unrestricted	(3) (27)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
February 2024	Shares	(24,216)	Class A	$1.56	No	Open Market	Repurchase	Unrestricted	(3) (28)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan
March 2024	Shares	(18,935)	Class A	$1.50	No	Open Market	Repurchase	Unrestricted	(3) (29)
	returned to					Class A	pursuant to the
	Treasury					Purchase	rule 10b5-1(c)
							purchase plan

Shares Outstanding on Date of This Report:

Ending Balance:

Date: March 31, 2024

Class A Common: 7,959,105

Class B Common: 3,484,287

Preferred: 0

Example: A company with a fiscal year end of December 31st 2023, in addressing this item for its Annual Report, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2022 through December 31, 2023 pursuant to the tabular format above.

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***Control persons for any entities in the table above must be disclosed in the table or in a footnote here.

Use the space below to provide any additional details, including footnotes to the table above:

1. Stock price or value at the date of grant was equal to the market price on the grant date. See Notes 7 and 13 in the attached Financial Statements for additional information regarding stock-based compensation and share repurchases, respectively.
2. Issued pursuant to an exemption from the registration requirements of the Securities Act, as provided by Rule 701, Regulation D and/or Section 4(a)(2) of the Securities Act, as applicable.
3. In May 2017, the Board of Directors authorized a share repurchase program whereby the Company could repurchase up to an additional aggregate of $2.0 million of its outstanding Class A Common Stock. There was approximately $0.2 million remaining under the May 2017 authorization as of March 31, 2024. These shares were purchased pursuant to the rule 10b5- 1(c) purchase plan.
4. Control persons - see section 6 - All Officers, Directors, and Control Persons of the Company below for additional information.
5. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.1995 to $1.3933 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
6. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.2100 to $1.2840 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
7. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.0500 to $1.2740 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
8. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.0487 to $1.2600 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
9. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.2743 to $1.2771 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
10. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.2200 to $1.2500 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
11. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.1300 to $1.1800 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
12. 4,166 shares were forfeited on July 21, 2023 when Mr. Penny concluded his service as a Director due to his sudden passing.
13. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.1600 to $1.2300 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
14. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.1200 to $1.2500 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
15. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.2000 to $1.2900 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
16. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.3500 to $1.3900 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
17. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.6000 to $1.6400 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
18. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.6400 to $1.7500 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
19. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.6400 to $1.7318 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.
20. The price represents the weighted-average purchase price for the multiple transactions reported on this line. The prices of the transactions range from $1.6100 to $1.7483 per share. Upon request of the OTC staff, the issuer or a stockholder, the reporting entity will provide full information regarding the number of shares purchased at each separate price.

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