Transaction Details

Footnotes

On August 4, 2025, as a result of the mergers contemplated by that certain Agreement and Plan of Merger, dated as of May 14, 2025, by and among the Issuer, NV5 Global, Inc. ("NV5"), Ryder Merger Sub I and Ryder Merger Sub II (the "Merger Agreement"), 13,328 shares of common stock of NV5 and 157,716 restricted stock awards of NV5 (which were vested in full in accordance with their terms immediately prior to the effective time of the mergers and converted into the right to receive the Merger Consideration, less applicable tax withholdings)were converted into the right to receive 1.1523 shares of the Issuer's common stock ("Common Stock") per share, and $10.00 in cash per share, without interest (collectively, the "Merger Consideration"). Pursuant to the Merger Agreement, any outstanding restricted stock award of NV5 held by the Reporting Person automatically vested in full in accordance with its terms immediately prior to the effective time of the mergers. | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. | These restricted stock units vest on September 30, 2028. | Each performance based restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. | These performance restricted stock units vest upon certain financial performance metrics of NV5 and to the extent earned will vest on September 30, 2026. The number of shares of Common Stock that will be earned is subject to decrease based on the results of the performance condition.