APO

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 17

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Indirect · Shares held by spouse.

Disclosed balance after: 5,507,819

F17 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $173.00-$173.99, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 9

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,104,773

F9 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $174.00-$174.99, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 8

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,112,592

F8 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $173.00-$173.99, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 14

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,676,291

F4 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.25 to $174.68 inclusive.

F8 · balance_after: Reported amount includes 4,651,303 vested and unvested restricted stock units ("RSUs") granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 13

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,678,186

F3 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.25 to $174.247 inclusive.

F8 · balance_after: Reported amount includes 4,651,303 vested and unvested restricted stock units ("RSUs") granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 12

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · KRT Investments IX LLC

Disclosed balance after: 383,980

F4 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.25 to $174.68 inclusive.

F7 · ownership.nature: Held by KRT Investments IX LLC ("Investments IX"). Investments IX is owned by the reporting person and a trust for the benefit of the reporting person's descendants and for which the reporting person's father acts as trustee. The reporting person disclaims beneficial ownership of the securities held by Investments IX, except to the extent of his direct or indirect pecuniary interest.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 11

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · KRT Investments IX LLC

Disclosed balance after: 386,192

F3 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.25 to $174.247 inclusive.

F7 · ownership.nature: Held by KRT Investments IX LLC ("Investments IX"). Investments IX is owned by the reporting person and a trust for the benefit of the reporting person's descendants and for which the reporting person's father acts as trustee. The reporting person disclaims beneficial ownership of the securities held by Investments IX, except to the extent of his direct or indirect pecuniary interest.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 9

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · The Kleinman Children's Trust

Disclosed balance after: 380,425

F4 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.25 to $174.68 inclusive.

F6 · ownership.nature: Held by The Kleinman Children's Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 8

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · The Kleinman Children's Trust

Disclosed balance after: 418,328

F3 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.25 to $174.247 inclusive.

F6 · ownership.nature: Held by The Kleinman Children's Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 6

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · HCM APO Series LLC, Series C

Disclosed balance after: 9,782

F4 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.25 to $174.68 inclusive.

F5 · ownership.nature: Held by HCM APO Series LLC, Series C, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 5

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · HCM APO Series LLC, Series C

Disclosed balance after: 19,363

F3 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.25 to $174.247 inclusive.

F5 · ownership.nature: Held by HCM APO Series LLC, Series C, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 3

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · Heathcote Capital Partners LP

Disclosed balance after: 50,856

F4 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.25 to $174.68 inclusive.

F2 · ownership.nature: Held by Heathcote Capital Partners LP, a vehicle directly and indirectly owned by the reporting person, his spouse and certain family trusts and over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 2

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · Heathcote Capital Partners LP

Disclosed balance after: 50,918

F3 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.25 to $174.247 inclusive.

F2 · ownership.nature: Held by Heathcote Capital Partners LP, a vehicle directly and indirectly owned by the reporting person, his spouse and certain family trusts and over which the reporting person exercises voting and investment control.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 16

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Indirect · Shares held by spouse.

Disclosed balance after: 5,558,200

F16 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $174.22-$175.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 15

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Indirect · Shares held by spouse.

Disclosed balance after: 5,558,350

F15 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $173.22-$174.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 14

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Indirect · Shares held by spouse.

Disclosed balance after: 5,648,323

F14 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $172.22-$173.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 7

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,162,973

F7 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $174.22-$175.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 6

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,163,123

F6 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $173.22-$174.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 5

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,253,095

F5 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $172.22-$173.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0001858681-24-000135 · wk-form4_1733433763.xml · nonDerivative · entry 2

Chatterjee Whitney · CIK 0002004215 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 117,701

F3 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.610 to $173.90 inclusive.

F2 · balance_after: Reported amount includes 109,994 vested and unvested restricted stock units ("RSUs") granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (the "Plan"). Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0001858681-24-000135 · wk-form4_1733433763.xml · nonDerivative · entry 1

Chatterjee Whitney · CIK 0002004215 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 119,288

F1 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.61 to $173.60 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (3).

F2 · balance_after: Reported amount includes 109,994 vested and unvested restricted stock units ("RSUs") granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (the "Plan"). Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 10

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · KRT Investments IX LLC

Disclosed balance after: 402,779

F1 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.34 to $174.11 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3) and (4).

F7 · ownership.nature: Held by KRT Investments IX LLC ("Investments IX"). Investments IX is owned by the reporting person and a trust for the benefit of the reporting person's descendants and for which the reporting person's father acts as trustee. The reporting person disclaims beneficial ownership of the securities held by Investments IX, except to the extent of his direct or indirect pecuniary interest.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 7

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · The Kleinman Children's Trust

Disclosed balance after: 702,483

F1 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.34 to $174.11 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3) and (4).

F6 · ownership.nature: Held by The Kleinman Children's Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 4

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · HCM APO Series LLC, Series C

Disclosed balance after: 91,190

F1 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.34 to $174.11 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3) and (4).

F5 · ownership.nature: Held by HCM APO Series LLC, Series C, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000132 · wk-form4_1733433650.xml · nonDerivative · entry 1

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · Heathcote Capital Partners LP

Disclosed balance after: 51,384

F1 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.34 to $174.11 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3) and (4).

F2 · ownership.nature: Held by Heathcote Capital Partners LP, a vehicle directly and indirectly owned by the reporting person, his spouse and certain family trusts and over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000133 · wk-form4_1733433706.xml · nonDerivative · entry 2

Kelly Martin · CIK 0001557288 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 317,019

F2 · balance_after: Reported amount includes 198,607 vested and unvested restricted stock units ("RSUs") granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0001858681-24-000133 · wk-form4_1733433706.xml · nonDerivative · entry 1

Kelly Martin · CIK 0001557288 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 320,564

F1 · price: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.44 to $172.76 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2 · balance_after: Reported amount includes 198,607 vested and unvested restricted stock units ("RSUs") granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 13

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Indirect · Shares held by spouse.

Disclosed balance after: 5,866,600

F13 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $175.22-$176.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 12

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Indirect · Shares held by spouse.

Disclosed balance after: 5,889,849

F12 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $174.22-$175.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 11

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Indirect · Shares held by spouse.

Disclosed balance after: 5,934,078

F11 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $173.22-$174.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 10

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Indirect · Shares held by spouse.

Disclosed balance after: 5,955,232

F10 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $172.22-$173.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 4

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,471,373

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $175.22-$176.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 3

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,494,622

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $174.22-$175.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 2

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,538,851

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $173.22-$174.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000950142-24-002888 · es240564697_4-black.xml · nonDerivative · entry 1

BLACK LEON D · CIK 0001032666 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,560,005

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $172.22-$173.21, inclusive. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, to any security holder of the Issuer, or to the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000905148-24-003309 · form4.xml · nonDerivative · entry 1

Belardi James Richard · CIK 0001689315 · Director · CEO of Athene Holding Ltd.

10b5-1 filing: No plan indicated

Ownership: Indirect · JB Athene Investments III, LLC

Disclosed balance after: 552,689

SEC source: 0000905148-25-000902 · form4.xml · nonDerivative · entry 1

Belardi James Richard · CIK 0001689315 · Director · CEO of Athene Holding Ltd.

10b5-1 filing: No plan indicated

Ownership: Indirect · By mother

Disclosed balance after: 303.8853

F1 · balance_after: The reporting person assumed the beneficial ownership of such shares of Apollo Global Management, Inc. through a power of attorney executed on October 28, 2024.

SEC source: 0001858681-24-000128 · wk-form4_1733175183.xml · nonDerivative · entry 1

Zelter James C · CIK 0001382483 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,032,448

F1 · shares: Consists of shares withheld by the Issuer to satisfy the tax withholding obligations of the reporting person arising in connection with the delivery of shares that were granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (the "Plan").

F2 · balance_after: Reported amount includes 4,886,997 vested and unvested restricted stock units ("RSUs") granted under the Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0000950103-24-016625 · dp221020_4-harris.xml · derivative · entry 1

HARRIS JOSHUA · CIK 0001106636 · See Remarks

MJH Partners II LLC · CIK 0001903210 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On November 19, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · security: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · security: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · security: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · security: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_price: On November 19, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.exercise_price: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.exercise_price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.exercise_price: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.exercise_price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · shares: On November 19, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · shares: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · shares: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · price: On November 19, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · price: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · price: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_date: On November 19, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.exercise_date: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.exercise_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.exercise_date: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.exercise_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.expiration_date: On November 19, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.expiration_date: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.expiration_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.expiration_date: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.expiration_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.underlying_shares: On November 19, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.underlying_shares: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.underlying_shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.underlying_shares: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.underlying_shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · balance_after: On November 19, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · balance_after: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · balance_after: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · balance_after: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · balance_after: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F6 · ownership.nature: MJHP III is a wholly-owned subsidiary of MJHP II, an estate planning vehicle, each of which is an affiliate of Joshua Harris ("JH") for which voting and investment control are exercised by JH.

F7 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

SEC source: 0001858681-24-000126 · wk-form4_1731964847.xml · nonDerivative · entry 1

KLEINMAN SCOTT · CIK 0001272588 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Indirect · Heathcote Capital Partners LP

Disclosed balance after: 55,329

F1 · shares: Represents restricted shares of common stock of the Issuer issued under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles. The restricted shares vest in installments in accordance with the terms of the applicable award agreement, provided the reporting person remains in service through the applicable vesting date.

F2 · ownership.nature: Held by Heathcote Capital Partners LP, a vehicle directly and indirectly owned by the reporting person, his spouse and certain family trusts and over which the reporting person exercises voting and investment control.

SEC source: 0001858681-24-000122 · wk-form4_1731705562.xml · nonDerivative · entry 1

Zelter James C · CIK 0001382483 · Director · Co-President (See Remarks)

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,032,481

F1 · shares: Consists of shares (a) sold to provide funds to satisfy tax obligations of the reporting person or (b) withheld by the Issuer to satisfy the tax withholding obligations of the reporting person, in each case arising in connection with the delivery of shares that were granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (the "Plan").

F2 · balance_after: Reported amount includes 4,887,055 vested and unvested restricted stock units ("RSUs") granted under the Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0001858681-24-000124 · wk-form4_1731705607.xml · nonDerivative · entry 1

Kelly Martin · CIK 0001557288 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 325,564

F1 · shares: Consists of shares (a) sold to provide funds to satisfy tax obligations of the reporting person and (b) withheld by the Issuer to satisfy the tax withholding obligations of the reporting person, in each case arising in connection with the delivery of shares that were granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (the "Plan").

F2 · balance_after: Reported amount includes 198,607 vested and unvested restricted stock units ("RSUs") granted under the Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.

SEC source: 0000950103-24-016079 · dp220493_4-harris.xml · derivative · entry 2

HARRIS JOSHUA · CIK 0001106636 · See Remarks

MJH Partners II LLC · CIK 0001903210 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · security: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · security: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · security: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · security: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · security: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_price: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · derivative.exercise_price: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · derivative.exercise_price: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.exercise_price: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.exercise_price: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.exercise_price: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · shares: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · shares: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · shares: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · shares: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · shares: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · shares: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · price: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · price: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · price: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · price: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · price: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · price: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_date: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · derivative.exercise_date: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · derivative.exercise_date: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.exercise_date: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.exercise_date: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.exercise_date: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.expiration_date: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · derivative.expiration_date: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · derivative.expiration_date: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.expiration_date: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.expiration_date: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.expiration_date: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.underlying_shares: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · derivative.underlying_shares: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · derivative.underlying_shares: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.underlying_shares: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.underlying_shares: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.underlying_shares: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · balance_after: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · balance_after: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · balance_after: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · balance_after: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · balance_after: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · balance_after: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F7 · ownership.nature: MJHP III is a wholly-owned subsidiary of MJHP II, an estate planning vehicle, each of which is an affiliate of Joshua Harris ("JH") for which voting and investment control are exercised by JH.

F8 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

SEC source: 0000950103-24-016079 · dp220493_4-harris.xml · derivative · entry 1

HARRIS JOSHUA · CIK 0001106636 · See Remarks

MJH Partners II LLC · CIK 0001903210 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · security: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · security: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · security: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · security: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · security: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_price: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · derivative.exercise_price: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · derivative.exercise_price: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.exercise_price: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.exercise_price: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.exercise_price: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · shares: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · shares: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · shares: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · shares: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · shares: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · shares: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · price: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · price: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · price: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · price: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · price: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · price: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_date: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · derivative.exercise_date: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · derivative.exercise_date: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.exercise_date: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.exercise_date: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.exercise_date: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.expiration_date: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · derivative.expiration_date: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · derivative.expiration_date: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.expiration_date: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.expiration_date: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.expiration_date: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.underlying_shares: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · derivative.underlying_shares: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · derivative.underlying_shares: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.underlying_shares: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.underlying_shares: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.underlying_shares: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · balance_after: On November 5, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation (the "Master Confirmation") entered into between MJHP III and the Bank, dated February 20, 2024 (the "November 5 Agreement"). On November 6, 2024, MJHP III entered into another delayed draw variable share forward sale transaction with the Bank pursuant to the Master Confirmation (the "November 6 Agreement" and, together with the November 5 Agreement, the "Agreements"). Each Agreement relates to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F2 · balance_after: MJHP III pledged (i) 250,000 shares of Common Stock (the "November 5 Pledged Shares") to secure its obligations under the November 5 Agreement and (ii) 250,000 shares of Common Stock (the "November 6 Pledged Shares" and, together with the November 5 Pledged Shares, the "Pledged Shares") to secure its obligations under the November 6 Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date... (Continued in Footnote 3)

F3 · balance_after: (Continued from Footnote 2) ...of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · balance_after: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · balance_after: (Continued from Footnote 4) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · balance_after: Under each Agreement, on the relevant settlement date for each of the up to seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F7 · ownership.nature: MJHP III is a wholly-owned subsidiary of MJHP II, an estate planning vehicle, each of which is an affiliate of Joshua Harris ("JH") for which voting and investment control are exercised by JH.

F8 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

SEC source: 0000950142-24-002683 · es240553575_4-agmst.xml · nonDerivative · entry 1

Socrates Trust · CIK 0001901019 · See remarks.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 32,629,251

F1 · price: On November 1, the Reporting Person transferred 14,029 shares to the LB 2018 GST Trust.

SEC source: 0000950103-24-015007 · dp219403_4-harris.xml · derivative · entry 1

HARRIS JOSHUA · CIK 0001106636 · See Remarks

MJH Partners II LLC · CIK 0001903210 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On October 14, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · security: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · security: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · security: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · security: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_price: On October 14, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.exercise_price: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.exercise_price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.exercise_price: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.exercise_price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · shares: On October 14, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · shares: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · shares: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · price: On October 14, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · price: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · price: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_date: On October 14, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.exercise_date: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.exercise_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.exercise_date: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.exercise_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.expiration_date: On October 14, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.expiration_date: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.expiration_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.expiration_date: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.expiration_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.underlying_shares: On October 14, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.underlying_shares: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.underlying_shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.underlying_shares: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.underlying_shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · balance_after: On October 14, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · balance_after: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · balance_after: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · balance_after: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · balance_after: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F6 · ownership.nature: MJHP III is a wholly-owned subsidiary of MJHP II, an estate planning vehicle, each of which is an affiliate of Joshua Harris ("JH") for which voting and investment control are exercised by JH.

F7 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

SEC source: 0000950103-24-014583 · dp218999_4-harris.xml · derivative · entry 2

HARRIS JOSHUA · CIK 0001106636 · See Remarks

MJH Partners II LLC · CIK 0001903210 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · security: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · security: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · security: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · security: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · security: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_price: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · derivative.exercise_price: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · derivative.exercise_price: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.exercise_price: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.exercise_price: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.exercise_price: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · shares: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · shares: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · shares: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · shares: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · shares: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · shares: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · price: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · price: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · price: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · price: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · price: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · price: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_date: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · derivative.exercise_date: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · derivative.exercise_date: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.exercise_date: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.exercise_date: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.exercise_date: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.expiration_date: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · derivative.expiration_date: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · derivative.expiration_date: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.expiration_date: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.expiration_date: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.expiration_date: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.underlying_shares: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · derivative.underlying_shares: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · derivative.underlying_shares: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.underlying_shares: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.underlying_shares: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.underlying_shares: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · balance_after: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · balance_after: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · balance_after: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · balance_after: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · balance_after: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · balance_after: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F7 · ownership.nature: MJHP III is a wholly-owned subsidiary of MJHP II, an estate planning vehicle, each of which is an affiliate of Joshua Harris ("JH") for which voting and investment control are exercised by JH.

F8 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

SEC source: 0000950103-24-014583 · dp218999_4-harris.xml · derivative · entry 1

HARRIS JOSHUA · CIK 0001106636 · See Remarks

MJH Partners II LLC · CIK 0001903210 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · security: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · security: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · security: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · security: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · security: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_price: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · derivative.exercise_price: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · derivative.exercise_price: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.exercise_price: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.exercise_price: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.exercise_price: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · shares: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · shares: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · shares: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · shares: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · shares: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · shares: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · price: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · price: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · price: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · price: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · price: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · price: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_date: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · derivative.exercise_date: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · derivative.exercise_date: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.exercise_date: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.exercise_date: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.exercise_date: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.expiration_date: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · derivative.expiration_date: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · derivative.expiration_date: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.expiration_date: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.expiration_date: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.expiration_date: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.underlying_shares: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · derivative.underlying_shares: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · derivative.underlying_shares: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · derivative.underlying_shares: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · derivative.underlying_shares: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · derivative.underlying_shares: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · balance_after: On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

F2 · balance_after: (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

F3 · balance_after: MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F4 · balance_after: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

F5 · balance_after: (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F6 · balance_after: Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F7 · ownership.nature: MJHP III is a wholly-owned subsidiary of MJHP II, an estate planning vehicle, each of which is an affiliate of Joshua Harris ("JH") for which voting and investment control are exercised by JH.

F8 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

SEC source: 0000950103-24-013937 · dp218362_4-harris.xml · derivative · entry 1

HARRIS JOSHUA · CIK 0001106636 · See Remarks

MJH Partners II LLC · CIK 0001903210 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: On September 23, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated September 19, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · security: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · security: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · security: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · security: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_price: On September 23, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated September 19, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.exercise_price: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.exercise_price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.exercise_price: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.exercise_price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · shares: On September 23, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated September 19, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · shares: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · shares: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · price: On September 23, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated September 19, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · price: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · price: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · price: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.exercise_date: On September 23, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated September 19, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.exercise_date: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.exercise_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.exercise_date: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.exercise_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.expiration_date: On September 23, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated September 19, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.expiration_date: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.expiration_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.expiration_date: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.expiration_date: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · derivative.underlying_shares: On September 23, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated September 19, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · derivative.underlying_shares: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · derivative.underlying_shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · derivative.underlying_shares: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · derivative.underlying_shares: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F1 · balance_after: On September 23, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated September 19, 2023 (the "Agreement") relating to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 500,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2 · balance_after: MJHP III pledged 500,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

F3 · balance_after: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 4)

F4 · balance_after: (Continued from Footnote 3) ...volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

F5 · balance_after: Under the Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

F6 · ownership.nature: MJHP III is a wholly-owned subsidiary of MJHP II, an estate planning vehicle, each of which is an affiliate of Joshua Harris ("JH") for which voting and investment control are exercised by JH.

F7 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

SEC source: 0000905148-24-002550 · form4.xml · nonDerivative · entry 1

Belardi James Richard · CIK 0001689315 · Director · CEO of Athene Holding Ltd.

10b5-1 filing: No plan indicated

Ownership: Indirect · JB Athene Investments III, LLC

Disclosed balance after: 558,380