Item 1 Comment:
This Amendment No. 5 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on April 27, 2020, as amended by Amendment No. 1 thereto dated May 8, 2020, Amendment No. 2 thereto dated September 21, 2020, Amendment No. 3 thereto dated March 3, 2022 and Amendment No. 4 thereto dated September 5, 2025 (the "Original Schedule 13D," and together with this Amendment No. 5, this "Schedule 13D"). Except as amended in Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, the Original Schedule 13D remains in full force and effect. Terms defined in the Original Schedule 13D are used in this Amendment No. 5 as so defined, unless otherwise defined in this Amendment No. 5. |
| | Item 4 of the Original Schedule 13D is hereby supplemented as follows:
On May 15, 2026, PEP VIII (Scotland) SPV, L.P., PEP VIII Co-Invest SPV, L.P., PEP VIII SPV, L.P., PEP VIII-A AIV SPV, L.P. and PEP VIII-A SPV, L.P. (collectively, the "PEP SPVs") sold 20,709 shares, 909,091 shares, 2,010,564 shares, 687,200 shares and 1,372,436 shares of Common Stock, respectively, for $32.46 per share in an unregistered block trade pursuant to Rule 144 under the Securities Act of 1933, as amended. |
| (a) | The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 176,063,510 shares of Common Stock outstanding as of May 7, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026.
- PEP VIII-A SPV directly holds 1,074,292 shares of Common Stock or 0.6% of the deemed issued and outstanding shares of Common Stock;
- PEP Scotland SPV directly holds 16,211 shares of Common Stock or less than 0.01% of the deemed issued and outstanding shares of Common Stock;
- PEP 5 SPV directly holds 1,573,794 shares of Common Stock or 0.9% of the deemed issued and outstanding shares of Common Stock;
- PEP 6 SPV directly holds 537,914 shares of Common Stock or 0.3% of the deemed issued and outstanding shares of Common Stock; and
- PEP Advertising SPV directly holds 711,602 shares of Common Stock or 0.4% of the deemed issued and outstanding shares of Common Stock.
The Reporting Persons, in the aggregate, beneficially own 3,913,813 shares of Common Stock or 2.2% of the deemed issued and outstanding shares of Common Stock.
Additionally, Mr. Michael J. Dominguez, who is a director of PEP International and a director of the Issuer, beneficially owns 41,199 shares of Common Stock. Any securities issued to Mr. Dominguez for his service as a director of the Issuer are held by Mr. Dominguez for the benefit of funds or entities affiliated with PEP International.
PEP International is the sole general partner of PEP GP VIII. PEP GP VIII is the sole general partner of each of the Initial PEP Direct Holders other than PEP Scotland, and the sole member of SPV GP. PEP GP VIII is also the holder of all of the equity interests in PEP Scotland International. PEP Scotland International is the sole general partner of PEP FP Scotland. PEP GP Scotland is the sole general partner of PEP Scotland. By virtue of such relationships, (i) PEP Scotland International, PEP GP Scotland and PEP Scotland have shared voting and investment control with respect to the 16,211 shares of Common Stock directly held by PEP Scotland SPV and (ii) SPV GP, PEP GP VIII and PEP International have shared voting and investment control with respect to the 3,913,813 shares of Common Stock directly held in the aggregate by the PEP SPVs. For purposes of Rule 13d-3 under the Act, (i) PEP Scotland, PEP Scotland International and PEP GP Scotland may be deemed to beneficially own less than 0.1% of the deemed issued and outstanding shares of Common Stock and (ii) SPV GP, PEP GP VIII and PEP International may be deemed to beneficially own 3,913,813 shares of Common Stock or 2.2% of the deemed issued and outstanding shares of Common Stock.
PEP International, PEP GP VIII, PEP Scotland International, PEP GP Scotland, SPV GP, PEP VIII-A, PEP Scotland, PEP 5, PEP 6 and PEP Advertising each disclaim beneficial ownership of the securities referred to in this Amendment No. 5, and the filing of this Amendment No. 5 should not be construed as an admission that any of PEP International, PEP GP VIII, PEP Scotland International, PEP GP Scotland, SPV GP, PEP VIII-A, PEP Scotland, PEP 5, PEP 6 and PEP Advertising is, for the purpose of Schedule 13D, the beneficial owner of any securities covered by this statement. Each of the PEP SPVs disclaims beneficial ownership of the securities held directly by the other PEP SPVs. |