Transaction Details

Footnotes

Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XI, L.P. ("Partners XI"), which is the general partner of Bain Capital Fund XI, L.P. ("Fund XI"). Fund XI is the (i) sole member of BCPE Derby GP, LLC ("Derby GP"), which is the general partner of BCPE Derby Investor, LP ("Derby Investor") and (ii) sole member of BCPE Derby (DE) SPV, LLC ("Derby SPV GP"), which is the general partner of BCPE Derby (DE) SPV, LP ("Derby SPV Investor" and, together with BCI, Partners XI, Fund XI, Derby GP, Derby Investor and Derby SPV GP, the "Bain Capital Entities"). | (Continued from footnote 1) As a result, the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), held by Derby Investor and Derby SPV Investor. The Bain Capital Entities disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. | Pursuant to a registered public offering that closed on September 12, 2025, 298,303 shares of Common Stock were sold by Derby Investor and 3,996,836 shares of Common Stock were sold by Derby SPV Investor at a price of $39.21 (net of underwriting discount). | On September 12, 2025, Derby Investor distributed 397,013 shares of Common Stock and Derby SPV Investor distributed 119,358 shares of Common Stock to one or more of their respective members or partners in connection with certain charitable gifts made by such members or partners or their direct or indirect owners. Such shares of Common Stock are subject to lock-up agreements that, subject to certain exceptions, restrict the sale of such shares until November 11, 2025 except with the prior written consent of J.P. Morgan Securities LLC.