Item 4 — Purpose of Transaction
The information set forth under Item 3 above is incorporated by reference herein. Stockholders Agreement On August 13, 2026, the Reporting Person became a party to the Stockholders Agreement among the Issuer, Leon D. Black, Marc J. Rowan, Joshua J. Harris (each, a "Principal") and the other persons party thereto, dated as of January 1, 2022 (the "Stockholders Agreement"). The Stockholders Agreement provides that: o the Issuer will nominate each Principal (or his designee, as applicable) as part of the director slate of the Issuer's board of directors (the "Board"), for so long as such Principal, together with the members of his family group, beneficially owns at least $400 million in value or 10 million in number of shares of Common Stock (the "Ownership Threshold"); o each Principal (or his designee, as applicable), will, if requested by the Board, resign from the Board in the event that such Principal no longer meets the Ownership Threshold; o each Principal, together with the members of his family group, agrees to vote all of his or their respective shares of Common Stock in favor of the election of the other Principals (or their designees, as applicable); o the Issuer will recommend that its stockholders vote in favor of the Principals (or their designees, as applicable) and the Issuer will otherwise take all reasonable action to support their nomination and election (including by filling vacancies on the Board, if necessary); o each Principal (but not his designee) will be entitled to a seat on the executive committee of the Board so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal; o the Issuer will not make any non-pro rata distributions or payments to any Principals without the consent of the other Principals; o each Principal and the Issuer agree not to take actions inconsistent with the terms of the Stockholders Agreement or in a manner that is discriminatory as to one or more of the Principals, and will agree to oppose any such actions if proposed by others o each Principal will have customary information rights regarding the Issuer's business, so long as such Principal, together with the members of his family group, meets an ownership threshold equal to 50% of the Ownership Threshold; o each Principal will be entitled to the use of office space at the Issuer's offices and administrative and logistics support provided by the Issuer; provided, that such Principal continues to (a) provide services to the Issuer (other than as a member of the Board), (b) serve on the executive committee of the Board or (c) serve as the chairman of the Board or of any committee of the Board. The Stockholders Agreement also grants to the parties thereto (and their permitted transferees) the right, under certain circumstances and subject to certain restrictions, to require the Issuer to register under the Securities Act of 1933, as amended (the "Securities Act"), shares of Common Stock held or acquired by them. Under the Stockholders Agreement, each party thereto (and its permitted transferees) (i) has "demand" registration rights that require the Issuer to register under the Securities Act the shares of Common Stock held or acquired, (ii) may require the Issuer to make available registration statements permitting sales of shares of Common Stock held or acquired in the market from time to time over an extended period and (iii) has the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other registration rights holders or initiated by the Issuer. The Issuer has agreed to indemnify each party thereto (and its permitted transferees, together with certain related parties) against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which such holder sells shares of Common Stock, unless such liability arose from the holder's misstatement or omission, and each party thereto (and its permitted transferees) has agreed to indemnify the Issuer against all losses caused by his (or their) misstatements or omissions. References to and descriptions of the Stockholders Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of such agreement, which is filed as Exhibit 1 hereto and is incorporated by reference herein. Variable Forward Transaction On August 7, 2026 the Reporting Person (the "Counterparty"), entered into a Variable Share Forward Transaction (the "Transaction") with Wells Fargo Bank, National Association (the "Bank") pursuant to a Master Confirmation entered into between the Counterparty and the Bank (the "Forward Contract") on June 18, 2026. The Forward Contract obligates the Counterparty to deliver to the Bank, on specified dates (each, a "Settlement Date"), at the Counterparty's option, up to an aggregate number of shares of the Issuer's C