Private Placement, Management Change/Compensation (Form 8-K)

Item 3. 02 Unregistered Sales of Equity Securities.

The disclosure under Item 8.01 below is incorporated by reference into this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on March 19, 2026, Corvex, Inc. (the "Company") acquired Corvex Legacy Holdings, Inc. (formerly known as Corvex, Inc.) ("Corvex OpCo"), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated March 19, 2026 (the "Merger Agreement"), by and among the Company, Thor Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and Corvex OpCo. Pursuant to the Merger Agreement, Merger Sub merged with and into Corvex OpCo, pursuant to which Corvex OpCo was the surviving corporation and became a wholly owned subsidiary of the Company (the "Merger").

Appointment of Seth Demsey as co-Chief Executive Officer

On July 1, 2026, as previously disclosed and pursuant to the terms of the Merger Agreement, Seth Demsey was appointed co-Chief Executive Officer of the Company, alongside Jay Crystal, effective following the Annual Meeting (as defined below).

Mr. Demsey, age 49, has served as a member of the Company's board of directors since March 19, 2026. Mr. Demsey has served as the Co-Chief Executive Officer and Co-Founder of Corvex OpCo and on the Corvex OpCo board of directors since October 2024. Before joining Corvex OpCo, Mr. Demsey served as the chief executive officer and co-founder of Configure8 from May 2021 through October 2024. He has spent nearly three decades architecting and operating high-impact AI/ML and developer platforms across startups and industry leaders including NASA, Microsoft, Google, and AOL/Yahoo!. He holds dozens of patents spanning high-performance computing, distributed systems, security, and data management. Prior to co-founding Corvex OpCo, Mr. Demsey served in technical leadership roles driving innovation in large-scale distributed computing and mission-critical infrastructure. His expertise encompasses the full stack of cloud infrastructure technologies required to deliver reliable, high-performance AI computing at scale. Mr. Demsey received a Bachelor of Science degree in Computer Engineering from Bucknell University and was previously a business fellow at The Wharton School of the University of Pennsylvania.

Pursuant to the Merger Agreement, on March 19, 2026, the Company entered into an Employment Agreement with Mr. Demsey. A description of the terms and conditions of Mr. Demsey's Employment Agreement is set forth in Item 5.02 of the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 19, 2026 (the "March 19 Form 8-K"), which such description is incorporated by reference herein. Such description of Mr. Demsey's Employment Agreement does not purport to be complete and is qualified in its entirety by reference to Mr. Demsey's Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.