04/23/2026 | Press release | Distributed by Public on 04/23/2026 15:11
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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TDR Capital II Investments LP C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON W1U 2EU |
X | |||
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Arrow Holdings S.a.r.l. 25C BOULEVARD ROYAL LUXEMBOURG L-2449 |
X | |||
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MFA Holding S.a.r.l. 25C BOULEVARD ROYAL LUXEMBOURG L-2449 |
X | |||
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MFA Limited Partnership SLP 25C BOULEVARD ROYAL LUXEMBOURG L-2449 |
X | |||
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MFA Global S.a.r.l. 25C BOULEVARD ROYAL LUXEMBOURG L-2449 |
X | |||
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TDR Capital LLP C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON W1U 2EU |
X | |||
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Sapphire Holding S.a r.l. 25C BOULEVARD ROYAL LUXEMBOURG L-2449 |
X | |||
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Lindsay Gary C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON W1U 2EU |
X | |||
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DALE MANJIT C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON W1U 2EU |
X | |||
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Mitchell Thomas Andrew C/O TDR CAPITAL LLP 20 BENTINCK STREET LONDON W1U 2EU |
X | |||
| TDR Capital LLP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA G.P. S.a r.l. | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| MFA Global S.a r.l. (in liquidation), By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner, TDR Capital LLP acting in its capacity as fund manager | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| Sapphire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Gary Lindsay | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Emma Gilks, as attorney-in-fact for Manjit Dale | 04/23/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Thomas Mitchell | 04/23/2026 | |
| **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) | On April 23, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 8,050,000 shares of common stock of the Issuer (including 1,050,000 shares of common stock pursuant to the underwriters' option to purchase additional shares), par value $0.0001 per share (the "Common Stock"), in an underwritten public offering pursuant to the prospectus supplement dated April 21, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $13.265 per share. |
| (2) | On April 23, 2026, MFA Global S.a r.l. ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 8,050,000 shares of common stock of the Issuer (including 1,050,000 shares of common stock pursuant to the underwriters' option to purchase additional shares), par value $0.0001 per share (the "Common Stock"), in an underwritten public offering pursuant to the prospectus supplement dated April 21, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $13.265 per share. |
| (3) | As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the securities of the Issuer held by Arrow. Sapphire Holding S.a r.l. is the direct shareholder of Arrow and wholly owned by TDR Capital II Investments LP. |
| (4) | MFA Holdings S.a r.l. ("MFA Holdings") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with MFA Holdings and MFA Global, the "MFA Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of MFA Holdings, may be deemed the beneficial owner of the securities of the Issuer held by MFA Global. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Global. As a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holdings. As managing partners of TDR Capital LLP, Gary Lindsay and Thomas Mitchell may be deemed the beneficial owners of such securities of the Issuer held by Arrow and MFA Holdings. |
| (5) | Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale, Gary Lindsay and Thomas Mitchell (the "TDR Persons") may be deemed the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the TDR Persons are the beneficial owners of any of the securities reported herein. |
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Remarks: Exhibit 24.1: Power of Attorney |
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