Transaction Details

Footnotes

In connection with the terms of an Agreement and Plan of Merger, dated November 16, 2025 (the "Merger Agreement"), by and among the Issuer, Sword Purchaser, LLC ("Sword") and Sword Merger Sub, Inc., a wholly owned subsidiary of Sword ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Sword (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was cancelled and extinguished and automatically converted into the right to receive $42.15, without interest, except as set forth in the Merger Agreement.