| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
Accel-KKR Fund Holdings
The aggregate 6,128,498 Class A Shares, representing 5.97% of the outstanding Class A Shares, reported as beneficially owned by Accel-KKR Holdings GP, LLC in this Statement are held as follows:
Accel-KKR Capital Partners CV III, LP ("CV III") directly holds 2,245,886 Class A Shares and 146,020 Class B Shares. AKKR Fund III Management Company CV, LP ("CV III GP") is the sole general partner of CV III.
Accel-KKR Members Fund, LLC ("Members Fund") directly holds 100 Class B Shares. AKKR Management Company, LLC ("UGP") is the sole managing member of Members Fund.
AKKR Strategic Capital LP ("SC" and, together with CV III and Members Fund, the "Accel-KKR Funds") directly holds 10,845 Class A Shares and 2,489,787 Class B Shares. AKKR Strategic Capital GP ("SC GP") is the sole general partner of SC.
Each Class B Share is convertible at any time, at the holder's election, into one Class A Share and has no expiration date.
UGP holds a voting proxy with respect to the 1,235,860 KKR-AKI Proxy Shares (described below).
UGP is the sole general partner of CV III GP and SC GP. Accel-KKR Holdings GP, LLC ("Topco GP") is the sole managing member of UGP. Thomas C. Barnds and Robert Palumbo are the sole two directors and members of Topco GP. AKKR Fund II Management Company, LP (the "Management Company") is the sole management company of each of the Accel-KKR Funds, and UGP is the general partner of the Management Company. As a result of these relationships, Mr. Barnds, Mr. Palumbo, CV III GP, SC GP, UGP, Topco GP and the Management Company may be deemed to share voting and dispositive power over the shares held by the Accel-KKR Funds.
On August 17, 2026 and August 26, 2026, certain affiliated funds made in-kind pro rata distributions, without consideration, of Class A Shares and Class B Shares to their partners and members.
Individual Holdings
Robert Palumbo directly holds 7,835 Class A Shares and 2,935,308 Class B Shares. He also holds 64,308 Class A Shares and 7,181,629 Class B Shares through the Palumbo 2026 Annuity Trust.
Thomas C. Barnds holds 72,142 Class A Shares and 10,116,936 Class B Shares through the Barnds Living Trust dtd 6/23/2003.
KKR-AKI Proxy Shares
KKR-AKI Investors L.L.C. ("KKR-AKI") directly holds 1,235,860 Class B Shares (the "KKR-AKI Proxy Shares"). Under a Distribution and Voting Agreement dated as of February 13, 2012, KKR-AKI is subject to a voting agreement covering the Class B Shares it holds in the Issuer. If KKR-AKI does not comply with that agreement, UGP has a proxy and is its attorney-in-fact, with full power of substitution, to vote all of those shares as the agreement requires. As a result, UGP may be deemed to beneficially own the KKR-AKI Proxy Shares.
Disclaimer
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) or 13(g) of the Exchange Act or for any other purpose, the beneficial owner of any securities covered by this Statement, including the KKR-AKI Proxy Shares, other than securities held of record by such Reporting Person.
Stockholders Agreement
The Issuer, CV III, Accel-KKR Growth Capital Partners II Strategic Fund, LP, Accel-KKR Growth Capital Partners II, LP, Accel-KKR Growth Capital Partners III, LP, Members Fund (collectively, the "AKKR Stockholder Parties"), KKR-AKI, and Dushyant Sharma and his related trusts and affiliates ("Sharma" and, together with the AKKR Stockholder Parties and KKR-AKI, the "Investor Parties") are parties to a Stockholders Agreement dated as of May 24, 2021, filed as Exhibit 10.1 to the Issuer's Form 8-K filed May 28, 2021 (the "Agreement"). Under the Agreement, the Investor Parties have agreed to certain voting arrangements. The Reporting Persons may therefore be deemed to be part of a "group" with Sharma within the meaning of Rule 13d-5 under the Exchange Act. Based on the Reporting Persons' holdings set forth herein and information furnished by Sharma regarding Sharma's holdings, such "group" would be deemed to beneficially own an aggregate of 49,419,407 Class A Shares, or 39.40% of the Issuer's outstanding Class A Shares, calculated pursuant to Rule 13d-3(d). The Reporting Persons expressly disclaim membership in any such "group" and disclaim beneficial ownership of any securities they may be deemed to beneficially own solely by reason of the Agreement. The responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect any such securities, which are separately reported on a Schedule 13G filed by Sharma. |