02/13/2026 | Press release | Distributed by Public on 02/13/2026 15:36
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class D Common Stock | (4) | 02/11/2026 | C(1) | 97,026,671 | (4) | (4) | Class A Common Stock | 97,026,671 | $ 0 (5) | 0 | I | See Footnotes(2)(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PCP MANAGERS GP, LLC FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | X | ||
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Golson Brian P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | |||
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Dodson Andrew C FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | |||
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PCP MANAGERS, L.P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | X | ||
| /s/ Greg Smith, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LLC and PCP Managers, L.P. | 02/13/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Greg Smith, as Attorney-in-Fact for Brian P. Golson | 02/13/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Greg Smith, as Attorney-in-Fact for Andrew C. Dodson | 02/13/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, dated February 11, 2021, each outstanding share of Class D Common Stock, par value $0.001 ("Class D Common Stock"), automatically and without further action on the part of the Issuer or the reporting persons, converted into one fully paid and non-assessable share of Class A Common Stock, par value $0.001 ("Class A Common Stock"), on February 11, 2026. |
| (2) | The reported securities are directly or indirectly held by funds and entities managed or controlled by PCP Managers GP, LLC, including: Parthenon Investors III, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund, L.P., Parthenon Capital Partners Fund II, L.P., PCAP Partners III, LLC, PCP Partners IV, L.P. and PCP Managers, L.P. (together, the "Parthenon Investors"). PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, and an affiliate of Parthenon Capital Partners. PCP Managers, L.P. is the managing member of PCap Partners III, LLC, which is the general partner of Parthenon Investors III, L.P. PCP Managers, L.P. is also the general partner of PCP Partners IV, L.P., which is the general partner of Parthenon Investors IV, L.P. PCP Managers, L.P. is also the general partner of Parthenon Capital Partners Fund, L.P. and Parthenon Capital Partners Fund II, L.P. |
| (3) | PCP Managers GP, LLC and certain of the reporting persons and their affiliates may be deemed to beneficially own the securities covered by this Form 4. Each of the reporting persons and their affiliates expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any equity securities covered by this Form 4. Messrs. Golson and Dodson serve as directors of the issuer. Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital Partners and Mr. Dodson is a Managing Partner at Parthenon Capital Partners. |
| (4) | Each share of Class D Common Stock was convertible into one fully paid and non-assessable share of Class A Common Stock at any time at the option of the holder of such share of Class D Common Stock, or as provided in footnote 1. |
| (5) | Certain of the Parthenon Investors received the shares of the Issuer's Class D Common Stock pursuant to reorganization transactions in connection with the Issuer's initial public offering. |