Transaction Details

Footnotes

On November 24, 2025, the Reporting Person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the Reporting Person to deliver to the buyer up to an aggregate 1,391,574 shares (the "Base Amount") of the Issuer's Class A Common Stock on a settlement date following November 17, 2028 (the "Maturity Date"). In exchange for assuming this obligation, the Reporting Person will receive a cash payment of $27,106,330.79 by November 25, 2025. The Reporting Person pledged 1,391,574 shares of the Issuer's Class A Common Stock (the "Pledged Shares") to secure his obligations under the contract, and retained voting rights in the Pledged Shares during the term of the pledge, but is obligated to pay to the buyer the economic benefits of dividends during the term of the pledge. | The number of shares of the Issuer's Class A Common Stock to be delivered by the Reporting Person to the buyer on the settlement date is to be generally determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock on the Maturity Date (the "Settlement Price") is less than $48.59 ("Cap Level") but greater than $22.02 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (continued on footnote 3 to this Form 4) | (Continued from footnote 2 to this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount.