| | The Reporting Persons acquired the Shares based on the Reporting Persons' belief that the Shares, when acquired, represented an attractive investment opportunity. Subject to the Agreement (as defined below), depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On March 5, 2026 (the "Effective Date"), certain of the Reporting Persons and the Issuer entered into a strategic governance agreement (the "Agreement") pursuant to which, among other things, the Issuer agreed to, as promptly as practicable, but in any event no later than 10 business days following the Effective Date, take all necessary actions to appoint Damian McKay (the "New Director") as a member of the Issuer's board of directors (the "Board") with a term expiring at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). In addition, the Issuer agreed to nominate the New Director for election at the 2026 Annual Meeting, recommend that the Issuer's stockholders vote to elect the New Director at the 2026 Annual Meeting and use its reasonable best efforts to obtain the election of the New Director at the 2026 Annual Meeting.
Pursuant to the Agreement, the Reporting Persons are subject to certain customary standstill restrictions, including that they will not acquire Beneficial Ownership (as defined in the Agreement) of and economic exposure to more than 15% of the outstanding Shares in the aggregate, from the Effective Date until the later of (i) the earlier of (a) 30 days prior to the director nomination deadline for the Issuer's 2027 annual meeting of stockholders and (b) 120 days prior to the first anniversary of the 2026 Annual Meeting, and (ii) 10 days after the date on which the New Director ceases to serve on the Board (the "Specified Period"). The Reporting Persons have also agreed to vote in a manner consistent with the recommendation of the Board during the Specified Period; provided, however, that, except with respect to the 2026 Annual Meeting, if Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to any proposals (other than as related to the election or removal of directors), the Reporting Persons are permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, that the Reporting Persons are permitted to vote in their sole discretion on any proposal with respect to an Extraordinary Transaction (as defined in the Agreement) or that relates to the implementation of takeover defenses. The Agreement also contains certain customary mutual non-disparagement provisions and confidentiality provisions.
In addition, pursuant to the Agreement, in connection with the appointment of the New Director, the Reporting Persons irrevocably withdraw, and are deemed to have irrevocably withdrawn, the director nomination notice previously delivered to the Issuer. Further, pursuant to the Agreement, the Issuer agreed to, within two business days after the Effective Date (the "Acceleration Date"), amend its stockholder rights plan (the "Rights Agreement") such that the Final Expiration Date (as defined in the Rights Agreement) is accelerated to the next immediate business day following the Acceleration Date.
The foregoing description of the Strategic Governance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Strategic Governance Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Representatives of the Reporting Persons have engaged and, subject to the terms of the Agreement, intended to continue to engage in communications with management and the Board of the Issuer regarding potential opportunities to enhance stockholder value at the Issuer, including profitability improvement, balance sheet strengthening, revenue growth, and corporate governance.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Subject to the terms of the Agreement, depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers and service providers, about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning the Issuer's business, operations, capital structure, capital allocation, corporate governance, Board composition, potential business combinations or dispositions involving the Issuer or certain of its businesses, including transactions in which the Reporting Persons may seek to participate and potentially engage in (as a purchaser or investor), and/or other strategic or other matters, purchasing additional Shares, selling some or all of their Shares, entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer, or changing their intention with respect to any and all matters referred to in Item 4. |
| (a) | The aggregate percentage of Shares reported owned by each person named herein is based on 395,165,033 Shares outstanding as of February 10, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2026.
As of the date hereof, Constellation Holdings directly beneficially owned 50,157,523 Shares, constituting approximately 12.7% of the Shares outstanding. Constellation Software, as the direct parent company of Constellation Holdings, may be deemed to beneficially own the 50,157,523 Shares owned by Constellation Holdings, constituting approximately 12.7% of the Shares outstanding. Mr. Miller, as the President of Constellation Software, may be deemed to beneficially own the 50,157,523 Shares owned by Constellation Holdings, constituting approximately 12.7% of the Shares outstanding.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person, and each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. |
