| | Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Underwriting Agreement
On February 25, 2026, the Issuer entered into an Underwriting Agreement (the "Underwriting Agreement") with Intervale Capital Fund II, L.P., Intervale Capital Fund II-A, L.P., Intervale Capital Fund III, L.P., Amberjack Capital Fund II, L.P., Innovex Co-Invest Fund, L.P., Innovex Co-Invest Fund II, L.P., (collectively, the "Seller Stockholders") and J.P. Morgan Securities LLC, as representative of the several underwriters listed on Schedule 1 thereto (the "Underwriters"), relating to the offer and sale by the Selling Stockholders of 5,750,000 shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock"), at a price to the public of $25.75 per share (the "Offering"). The Selling Stockholders received $24.59125 per share of Common Stock sold in the Offering, which is the public offering price less certain underwriting discounts. In addition, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 862,500 shares of Common Stock ("Option"). On February 27, 2026, the Underwriters exercised the Option in full.
Amberjack Capital Fund II, L.P. sold 4,902,244 shares of Common Stock to the Underwriters, consisting of (i) 4,262,820 shares of Common Stock in the Offering and (ii) 639,424 shares of Common Stock after the Underwriters' exercise of the Option. Innovex Co-Invest Fund II, L.P. sold 1,144,635 shares of Common Stock to the Underwriters, consisting of (i) 995,335 shares of Common Stock in the Offering and (ii) 149,300 shares of Common Stock after the Underwriters' exercise of the Option. Innovex Co-Invest Fund, L.P. sold 271,279 shares of Common Stock to the Underwriters, consisting of (i) 235,895 shares of Common Stock in the Offering and (ii) 35,384 shares of Common Stock after the Underwriters' exercise of the Option. Intervale Capital Fund II, L.P. sold 234,009 shares of Common Stock to the Underwriters, consisting of (i) 203,486 shares of Common Stock in the Offering and (ii) 30,523 shares of Common Stock after the Underwriters' exercise of the Option. Intervale Capital Fund II-A, L.P. sold 116 shares of Common Stock to the Underwriters, consisting of (i) 101 shares of Common Stock in the Offering and (ii) 15 shares of Common Stock after the Underwriters' exercise of the Option. Intervale Capital Fund III, L.P. sold 60,217 shares of Common Stock to the Underwriters, consisting of (i) 52,363 shares of Common Stock in the Offering and (ii) 7,854 shares of Common Stock after the Underwriters' exercise of the Option.
The Underwriting Agreement also provided for the Issuer's purchase from the Underwriters of 575,000 shares of Common Stock that were subject to the Offering (the "Share Repurchase"). The Share Repurchase was made pursuant to the Issuer's existing share repurchase program.
The Offering and the Share Repurchase closed on February 27, 2026. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.
Lock-up Agreement
On February 25, 2026, the Issuer entered into a lock-up agreement with the Selling Stockholders (the "Lockup Agreement"). Under the Lockup-Agreement, the Selling Stockholders agreed to not and not to cause any affiliates to, during the period beginning on the date of the Lock-up Agreement and ending at the close of business 45 days after the date of the final prospectus relating the Offering, to transfer any Common Stock or any shares underlying such Common Stock without the prior written consent of the Underwriters, subject to certain exceptions.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference. |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 68,563,690 shares of Common Stock of the Issuer outstanding as of February 27, 2026, as reported in the Issuer's Prospectus Supplement filed with the SEC on February 27, 2026.
i. Amberjack Capital Fund II
As of the date hereof, Amberjack Capital Fund II beneficially owns 16,871,374 shares of Common Stock.
Percentage: 24.6%
ii. Innovex Co-Invest Fund II
As of the date hereof, Innovex Co-Invest Fund II beneficially owns 3,939,330 shares of Common Stock.
Percentage: 5.7%
iii. Innovex Co-Invest Fund
As of the date hereof, Innovex Co-Invest Fund beneficially owns 933,624 shares of Common Stock.
Percentage: 1.4%
iv. Intervale Capital Fund II
As of the date hereof, Intervale Capital Fund II beneficially owns 805,355 shares of Common Stock.
Percentage: 1.2%
v. Intervale Capital Fund II-A
As of the date hereof, Intervale Capital Fund II-A beneficially owns 399 shares of Common Stock.
Percentage: 0.0%
vi. Intervale Capital Fund III
As of the date hereof, Intervale Capital Fund III beneficially owns 207,240 shares of Common Stock.
Percentage: 0.3%
vii. Amberjack Capital GP II
Amberjack Capital GP II, as the general partner of Amberjack Capital Fund II, may be deemed the beneficial owner of the 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II.
Percentage: 24.6%
viii. Innovex Co-Invest Fund II GP
Innovex Co-Invest Fund II GP, as the general partner of Innovex Co-Invest Fund II, may be deemed the beneficial owner of the 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II.
Percentage: 5.7%
ix. Innovex Co-Invest Fund GP
Innovex Co-Invest Fund GP, as the general partner of Innovex Co-Invest Fund, may be deemed the beneficial owner of the 933,624 shares of Common Stock owned by Innovex Co-Invest Fund.
Percentage: 1.4%
x. Intervale Capital GP II
Intervale Capital GP II, as the general partner of Intervale Capital Fund II and Intervale Capital Fund II-A, may be deemed the beneficial owner of 805,754 shares of Common Stock, comprised of the (i) 805,355 shares of Common Stock owned by Intervale Capital Fund II and (ii) 399 shares of Common Stock owned by Intervale Capital Fund II-A.
Percentage: 1.2%
xi. Intervale Capital GP III
Intervale Capital GP III, as the general partner of Intervale Capital Fund III, may be deemed the beneficial owner of the 207,240 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 0.3%
xii. Amberjack Capital Associates II
Amberjack Capital Associates II, as the general partner of Amberjack Capital GP II, may be deemed the beneficial owner of the 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II.
Percentage: 24.6%
xiii. Innovex Co-Invest Associates
Innovex Co-Invest Associates, as the general partner of Innovex Co-Invest Fund II GP and Innovex Co-Invest Fund GP, may be deemed the beneficial owner of 4,872,954 shares of Common Stock, comprised of the (i) 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II and (ii) 933,624 shares of Common Stock owned by Innovex Co-Invest Fund.
Percentage: 7.1%
xiv. Intervale Capital Associates II
Intervale Capital Associates II, as the general partner of Intervale Capital GP II, may be deemed the beneficial owner of 805,754 shares of Common Stock, comprised of the (i) 805,355 shares of Common Stock owned by Intervale Capital Fund II and (ii) 399 shares of Common Stock owned by Intervale Capital Fund II-A.
Percentage: 1.2%
xv. Intervale Capital Associates III
Intervale Capital Associates III, as the general partner of Intervale Capital GP III, may be deemed the beneficial owner of the 207,240 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 0.3%
xvi. Amberjack Capital Partners
Amberjack Capital Partners, as the sole member of Amberjack Capital Associates II, Innovex Co-Invest Associates, Intervale Capital Associates II, and Intervale Capital Associates III, may be deemed the beneficial owner of 22,757,322 shares of Common Stock, comprised of the (i) 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 933,624 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 805,355 shares of Common Stock owned by Intervale Capital Fund II, (v) 399 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 207,240 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 33.2%
xvii. Amberjack Management
Amberjack Management, as the general partner of Amberjack Capital Partners, may be deemed the beneficial owner of 22,757,322 shares of Common Stock, comprised of the (i) 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 933,624 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 805,355 shares of Common Stock owned by Intervale Capital Fund II, (v) 399 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 207,240 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 33.2%
xviii. Jason Turowsky
Jason Turowsky, as managing partner of Amberjack Management, may be deemed the beneficial owner of 22,757,322 shares of Common Stock, comprised of the (i) 16,871,374 shares of Common Stock owned by Amberjack Capital Fund II, (ii) 3,939,330 shares of Common Stock owned by Innovex Co-Invest Fund II, (iii) 933,624 shares of Common Stock owned by Innovex Co-Invest Fund, (iv) 805,355 shares of Common Stock owned by Intervale Capital Fund II, (v) 399 shares of Common Stock owned by Intervale Capital Fund II-A, and (vi) 207,240 shares of Common Stock owned by Intervale Capital Fund III.
Percentage: 33.2% |
| (b) | i. Amberjack Capital Fund II
1. Sole power to vote or direct vote: 16,871,374
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 16,871,374
4. Shared power to dispose or direct the disposition: 0
ii. Innovex Co-Invest Fund II
1. Sole power to vote or direct vote: 3,939,330
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,939,330
4. Shared power to dispose or direct the disposition: 0
iii. Innovex Co-Invest Fund
1. Sole power to vote or direct vote: 933,624
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 933,624
4. Shared power to dispose or direct the disposition: 0
iv. Intervale Capital Fund II
1. Sole power to vote or direct vote: 805,355
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 805,355
4. Shared power to dispose or direct the disposition: 0
v. Intervale Capital Fund II-A
1. Sole power to vote or direct vote: 399
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 399
4. Shared power to dispose or direct the disposition: 0
vi. Intervale Capital Fund III
1. Sole power to vote or direct vote: 207,240
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 207,240
4. Shared power to dispose or direct the disposition: 0
vii. Amberjack Capital GP II
1. Sole power to vote or direct vote: 16,871,374
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 16,871,374
4. Shared power to dispose or direct the disposition: 0
viii. Innovex Co-Invest Fund II GP
1. Sole power to vote or direct vote: 3,939,330
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,939,330
4. Shared power to dispose or direct the disposition: 0
ix. Innovex Co-Invest Fund GP
1. Sole power to vote or direct vote: 933,624
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 933,624
4. Shared power to dispose or direct the disposition: 0
x. Intervale Capital GP II
1. Sole power to vote or direct vote: 805,754
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 805,754
4. Shared power to dispose or direct the disposition: 0
xi. Intervale Capital GP III
1. Sole power to vote or direct vote: 207,240
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 207,240
4. Shared power to dispose or direct the disposition: 0
xii. Amberjack Capital Associates II
1. Sole power to vote or direct vote: 16,871,374
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 16,871,374
4. Shared power to dispose or direct the disposition: 0
xiii. Innovex Co-Invest Associates
1. Sole power to vote or direct vote: 4,872,954
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,872,954
4. Shared power to dispose or direct the disposition: 0
xiv. Intervale Capital Associates II
1. Sole power to vote or direct vote: 805,754
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 805,754
4. Shared power to dispose or direct the disposition: 0
xv. Intervale Capital Associates III
1. Sole power to vote or direct vote: 207,240
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 207,240
4. Shared power to dispose or direct the disposition: 0
xvi. Amberjack Capital Partners
1. Sole power to vote or direct vote: 22,757,322
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 22,757,322
4. Shared power to dispose or direct the disposition: 0
xvii. Amberjack Management
1. Sole power to vote or direct vote: 22,757,322
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 22,757,322
4. Shared power to dispose or direct the disposition: 0
xviii. Jason Turowsky
1. Sole power to vote or direct vote: 22,757,322
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 22,757,322
4. Shared power to dispose or direct the disposition: 0 |
