| | Introductory Note
This Amendment No. 40 to Schedule 13D (this "Amendment No. 40") amends and supplements the statement on Schedule 13D filed on August 9, 2019, as amended by Amendment No. 1 filed on April 13, 2020, Amendment No. 2 filed on May 21, 2020, Amendment No. 3 filed on May 28, 2020, Amendment No. 4 filed on August 31, 2020, Amendment No. 5 filed on March 11, 2021, Amendment No. 6 filed on May 26, 2022, Amendment No. 7 filed on July 13, 2022, Amendment No. 8 filed on July 18, 2022, Amendment No. 9 filed on July 21, 2022, Amendment No. 10 filed on July 26, 2022, Amendment No. 11 filed on July 29, 2022, Amendment No. 12 filed on August 3, 2022, Amendment No. 13 filed on August 8, 2022, Amendment No. 14 filed on August 11, 2022, Amendment No. 15 filed on August 12, 2022, Amendment No. 16 filed on March 8, 2023, Amendment No. 17 filed on November 27, 2023, Amendment No. 18 filed on May 24, 2024, Amendment No. 19 filed on November 26, 2024, Amendment No. 20 filed on November 27, 2024, Amendment No. 21 filed on December 4, 2024, Amendment No. 22 filed on December 9, 2024, Amendment No. 23 filed on December 12, 2024, Amendment No. 24 filed on December 17, 2024, Amendment No. 25 filed on December 20, 2024, Amendment No. 26 filed on December 26, 2024, Amendment No. 27 filed on December 27, 2024, Amendment No. 28 filed on January 2, 2025, Amendment No. 29 filed on January 7, 2025, Amendment No. 30 filed on January 10, 2025, Amendment No. 31 filed on January 15, 2025, Amendment No. 32 filed on January 21, 2025, Amendment No. 33 filed on January 24, 2025, Amendment No. 34 filed on January 29, 2025, Amendment No. 35 filed on February 3, 2025, Amendment No. 36 filed on February 6, 2025, Amendment No. 37 filed on February 11, 2025, Amendment No. 38 filed on May 27, 2025 and Amendment No. 39 filed on November 28, 2025 (together, the "Original Schedule 13D") with the Securities and Exchange Commission (the "SEC").
This Amendment No. 40 is being filed in relation to the following transactions all of which occurred on May 26, 2026: (i) QH Hungary and Citibank amending and restating the Second Citi Supplemental Confirmation, Third Citi Supplemental Confirmation, Fifth Citi Supplemental Confirmation, Sixth Citi Supplemental Confirmation and Seventh Citi Supplemental Confirmation (the "May 2026 A&R Citi Supplemental Confirmations") and (ii) QH Hungary and RBC amending and restating the First RBC Supplemental Confirmation and Third RBC Supplemental Confirmation (the "May 2026 RBC A&R Supplemental Confirmations" and, together with the May 2026 A&R Citi Supplemental Confirmations, the "May 2026 A&R Supplemental Confirmations").
In exchange for entering into the May 2026 A&R Citi Supplemental Confirmations, QH Hungary paid Citibank $4,228,368. Pursuant to the May 2026 A&R Citi Supplemental Confirmations, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank or the cash equivalent thereof, as described in more details in Item 6 below.
In exchange for entering into the May 2026 A&R RBC Supplemental Confirmations, QH Hungary paid RBC $445,539. Pursuant to the May 2026 A&R RBC Supplemental Confirmations, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to RBC or the cash equivalent thereof, as described in more details in Item 6 below.
After consummation of the transactions described above, QH Hungary remained the direct beneficial owner, of a total of 3,635,112 Shares and Gulf Hungary remained the indirect beneficial owner of the same 3,635,112 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 5,017 Shares. All 3,635,112 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement (as defined in the Original Schedule 13D) to which QH Hungary also became a party by executing a joinder thereto.
This Amendment No. 40 is filed jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to being amended by the additional information provided for such item in this Amendment No. 39. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D.
Item 4 of the Original Schedule 13D is hereby amended to add the following:
This Amendment No. 40 relates to the May 2026 A&R Supplemental Confirmations, the purpose of which is to facilitate the transactions contemplated thereby. These transactions were designed for QH Hungary to extend the settlement date, subject to the applicable transaction documents, while maintaining an opportunity to share in the Issuer's future growth. These transactions are described in further detail in Item 6 of this Amendment No. 40. |
| | Item 6 of the Original Schedule 13D is hereby amended to add the following:
The information contained in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 40, is hereby incorporated by reference herein.
On May 26, 2026, QH Hungary entered into the May 2026 A&R Supplemental Confirmations.
The May 2026 A&R Supplemental Confirmations
The Second Citi Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into three tranches, with tranche 1 (which was not amended on May 26, 2026) comprised of 50 components of 1,070 Shares each for a total of 53,500 Shares, tranche 2 comprised of 25 components (23 components of 700 Shares each and 2 components of 701 Shares each) for a total of 17,502 Shares, and tranche 3 (which was not amended on May 26, 2026) comprised of 75 components (50 components of 453 Shares each and 25 components of 454 Shares each) for a total of 34,000 Shares. In exchange for amending and restating the Second Citi Supplemental Confirmation, QH Hungary paid Citibank $298,973.44.
The Third Citi Supplemental Confirmation covers a maximum aggregate amount of 60,000 Shares divided into 25 components of 2,400 Shares each. In exchange for amending and restating the Third Citi Supplemental Confirmation, QH Hungary paid Citibank $1,024,934.68.
The Fifth Citi Supplemental Confirmation covers a maximum aggregate amount of 19,732 Shares divided into 18 components of 789 Shares each and 7 components of 790 Shares each. In exchange for amending and restating the Fifth Citi Supplemental Confirmation, QH Hungary paid Citibank $337,066.85.
The Sixth Citi Supplemental Confirmation covers a maximum aggregate amount of 140,000 Shares divided into 25 components of 5,600 Shares each. In exchange for amending and restating the Sixth Citi Supplemental Confirmation, QH Hungary paid Citibank $2,391,514.24.
The Seventh Citi Supplemental Confirmation covers a maximum aggregate amount of 10,296 Shares divided into 21 components of 412 Shares each and 4 components of 411 Shares each. In exchange for amending and restating the Seventh Citi Supplemental Confirmation, QH Hungary paid Citibank $175,878.79.
The First RBC Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into three tranches, with tranche 1 (which was not amended on May 26, 2026) comprised of 50 components of 1,070 Shares each for a total of 53,500 Shares, tranche 2 comprised of 25 components (23 components of 700 Shares each and 2 components of 701 Shares each) for a total of 17,502 Shares, and tranche 3 comprised (which was not amended on May 26, 2026) comprised of 75 components (50 components of 453 Shares each and 25 components of 454 Shares each) for a total of 34,000 Shares. In exchange for amending and restating the First RBC Supplemental Confirmation, QH Hungary paid RBC $298,973.38.
The Third RBC Supplemental Confirmation covers a maximum aggregate amount of 8,580 Shares divided into 20 components of 343 Shares each and 5 components of 344 Shares each. In exchange for amending and restating the Third RBC Supplemental Confirmation, QH Hungary paid RBC $146,565.62.
With respect to each of the May 2026 A&R Supplemental Confirmations, for each component, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from June 1, 2028 to July 7, 2028 for the Second Citi Supplemental Confirmation (only with respect to tranche 2), Third Citi Supplemental Confirmation, Fifth Citi Supplemental Confirmation, Sixth Citi Supplemental Confirmation, Seventh Citi Supplemental Confirmation, Third RBC Supplemental Confirmation and First RBC Supplemental Confirmation (only with respect to tranche 2) either, at QH Hungary's option, (i) up to the maximum number of Shares of such component (such maximum number of Shares with respect to each component (the "Subject Number") based on the average market price of the Shares determined as described in the next paragraph or (ii) an amount of cash equivalent to the value of the Shares to be delivered in the preceding clause (i).
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each settlement date of a component under the respective May 2026 A&R Supplemental Confirmation is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by the applicable bank in accordance with the applicable VPF (the "Settlement Price") is equal to or less than $141.8400 per Share for each of the May 2026 A&R Citi Supplemental Confirmations and the May 2026 A&R RBC Supplemental Confirmations (for purposes of this paragraph only, the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $156.0200 per Share for the May 2026 A&R Citi Supplemental Confirmations (for purposes of this paragraph only, the "Citi Forward Cap Price") and $156.0240 for the May 2026 A&R RBC Supplemental Confirmations (for purposes of this paragraph only, the "RBC Forward Cap Price" and, together with the Citi Forward Cap Price, the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the respective Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the respective Forward Cap Price, and (B) the denominator of which is the Settlement Price. |
| | Exhibit 99.1 Seventh Amended and Restated Supplemental Confirmation No. 2, dated May 26, 2026, by and among QH Hungary Holdings Limited and Citibank, N.A.
Exhibit 99.2 Third Amended and Restated Supplemental Confirmation No. 3, dated May 26, 2026, by and among QH Hungary Holdings Limited and Citibank, N.A.
Exhibit 99.3 Third Amended and Restated Supplemental Confirmation No. 5, dated May 26, 2026, by and among QH Hungary Holdings Limited and Citibank, N.A.
Exhibit 99.4 Third Amended and Restated Supplemental Confirmation No. 6, dated May 26, 2026, by and among QH Hungary Holdings Limited and Citibank, N.A.
Exhibit 99.5 Third Amended and Restated Supplemental Confirmation No. 7, dated May 26, 2026, by and among QH Hungary Holdings Limited and Citibank, N.A.
Exhibit 99.6 Seventh Amended and Restated Supplemental Confirmation No. 1, dated May 26, 2026, by and among QH Hungary Holdings Limited and Royal Bank of Canada.
Exhibit 99.7 Third Amended and Restated Supplemental Confirmation No. 3, dated May 26, 2026, by and among QH Hungary Holdings Limited and Royal Bank of Canada. |
