Transaction Details

Footnotes

Pursuant to the Agreement and Plan of Merger, dated as of October 5, 2025 (the "Merger Agreement"), by and among the Company, Heron BidCo, LLC ("Parent"), and Heron Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), on December 10, 2025, Merger Sub merged with and into the Company (the "Merger"), and each share of Company common stock ("Share") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $59.00 in cash, without interest (the "Merger Consideration"). | Immediately prior to the Effective Time, each outstanding restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon. | Immediately prior to the Effective Time, each outstanding performance share unit award subject to vesting conditions based upon the achievement of specified stock prices was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, for each Share underlying such award at 100% of target, the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon. | Immediately prior to the Effective Time, each outstanding performance share unit award subject to vesting conditions based upon the achievement of business performance metrics, was canceled and converted, in accordance with the terms of the Merger Agreement, for each Share underlying such award at 200% of target, into the right to receive the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon.