Transaction Details

Footnotes

On November 19, 2025, AA Gables, LLC ("AA Gables") entered into an amendment (the "Amendment") to the previously disclosed variable prepaid forward transaction (the "Forward Contract") entered into on November 20, 2024 with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares") in order to amend the settlement dates, Floor Price (as defined below) and Cap Price (as defined below) of the Forward Contract. Pursuant to the Amendment, AA Gables will be obligated to deliver to the dealer up to the Subject Shares (or at AA Gable's election, an equivalent amount of cash) on specified dates in March of 2027. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). | (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price"). | The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables elects cash settlement), to be delivered to the dealer at settlement, as amended pursuant to the Amendment, will be determined as follows: (A) if the Settlement Price is less than or equal to $56.0564 (the "Floor Price"), AA Gables will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $79.6590 (the "Cap Price"), but greater than the Floor Price, AA Gables will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and | (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. | In connection with the Amendment, AA Gables received an aggregate cash payment of approximately $10.7 million, reflecting the economic effect of the Amendment to Forward Contract, and which is in addition to the $42.0 million aggregate upfront proceeds AA Gables received when the Forward Contract was originally entered into. AA Gables has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables will continue to retain voting rights in the Pledged Securities during the term of the Forward Contract. | Mr. Avellan is the sole member and managing member of AA Gables.