Item 4 — Purpose of Transaction
The Reporting Persons purchased the shares of Series A Preferred Stock and Class A Common Stock because they believe they represent an attractive investment opportunity. The Reporting Persons intend to engage in discussions with the Issuer's management and board of directors (the "Board"), other stockholders of the Issuer and other interested parties on issues that may relate to the business, management, operations, assets, capitalization, financial condition, strategic plans, governance and Board composition and the future of the Issuer. The Reporting Persons may also take one or more of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with the Issuer, the Board, management, other stockholders of the Issuer and other interested parties. Securities Purchase Agreement On June 26, 2026, the Sachem Head Funds entered into a Securities Purchase Agreement with the Issuer (the "Securities Purchase Agreement"), pursuant to which the Sachem Head Funds purchased the Series A Preferred Stock and the Warrants described in Item 3. Pursuant to Section 1.3 of the Securities Purchase Agreement, the Sachem Head Funds agreed not to transfer any Lock-Up Securities (as defined below) until the date that is 180 days after July 28, 2026, the first trading date of the Class A Common Stock on The Nasdaq Global Select Market (the "Lock-Up"). "Lock-Up Securities" means the shares of Series A Preferred Stock, the shares of Class A Common Stock issued upon conversion thereof, Warrants representing 98% of the shares of Class A Common Stock issuable upon exercise of each tranche of Warrants (the "Lock-Up Warrants") and the shares of Class A Common Stock issuable upon exercise of the Lock-Up Warrants. The Lock-Up does not apply to transactions relating to shares of Class A Common Stock or other securities acquired on or after the first trading date of the Class A Common Stock, including in open market transactions. During the Lock-Up period, each Sachem Head Fund may (i) transfer Lock-Up Securities to its affiliates that agree to be bound by the Lock-Up and (ii) sell shares of Class A Common Stock subject to the Lock-Up at a price greater than $70.00 per share, in which case a pro rata portion of its Lock-Up Warrants (and the underlying shares of Class A Common Stock) will be released from the Lock-Up. Any discretionary waiver or termination by the Issuer of lock-up restrictions applicable to any other stockholder of the Issuer will apply pro rata to the Sachem Head Funds. Warrants The Warrants were issued to the Sachem Head Funds on June 26, 2026 pursuant to the Securities Purchase Agreement and consist of three tranches, each exercisable for an aggregate of 301,886 shares of Class A Common Stock, at exercise prices of $63.60, $74.20 and $87.45 per share, respectively. The Warrants are exercisable at any time until June 26, 2031, subject to the Ownership Limitation (as defined below). Under the terms of each Warrant, a holder of a Warrant is prohibited from exercising such Warrant to the extent such exercise would result in such holder (together with its affiliates and any other persons acting as a group together with such holder or any of its affiliates) beneficially owning in excess of 9.99% of the outstanding Class A Common Stock (the "Ownership Limitation"). Each of the Sachem Head Funds has delivered to the Issuer a written Lock-Down Election (as defined in Section 2.3 of each Warrant), irrevocably electing that the Ownership Limitation applicable to its Warrants shall not be subject to increase or waiver for so long as such Sachem Head Fund or any of its affiliates holds such Warrants. Registration Rights Agreement On June 26, 2026, the Sachem Head Funds entered into a Registration Rights Agreement with the Issuer and the other investors named therein (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Issuer agreed, among other things, to file a registration statement covering the resale of the shares of Class A Common Stock issued upon conversion of the Series A Preferred Stock, the Warrants and the shares of Class A Common Stock issuable upon exercise of the Warrants, and granted the investors party thereto certain demand, piggyback and shelf registration rights. The foregoing descriptions of the Securities Purchase Agreement, the Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Securities Purchase Agreement, the form of Warrant and the Registration Rights Agreement, which are filed as Exhibits 99.2, 99.3 and 99.4 hereto, respectively, and incorporated herein by reference. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced herein,