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 deferred stock unit ("Stock Unit") outstanding immediately prior to the Effective Time was automatically cancelled and terminated and converted into a right to receive an amount in cash (without interest) equal to (i) the product of (A) the number of shares of Common Stock subject to such Stock Unit and (B) $42.15, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such Stock Unit. | Includes units converted from dividend equivalents.