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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Security Ownership of Certain Beneficial Owners and Management
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each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;
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each of our directors, nominees and named executive officers; and
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all directors and executive officers as a group.
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SHARES OF COMMON STOCK
BENEFICIALLY OWNED
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NAME OF BENEFICIAL HOLDER
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NUMBER OF
SECURITIES
BENEFICIALLY
OWNED(1)
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PERCENTAGE(2)
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5% Stockholder
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JS Capital, LLC (3)
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30,530,897
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35.7
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%
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Soros Capital LLC (4)
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4,630,292
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5.4
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%
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Directors and Named Executive Officers
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Paul Aram
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967
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*
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Omar Asali(5)
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4,559,689
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5.3
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%
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Thomas F. Corley
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166,206
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*
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Victoria L. Dolan
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29,325
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*
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Bill Drew
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479,599
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*
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Pam El
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128,923
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*
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Michael Gliedman
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106,750
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*
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Michael A. Jones
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268,554
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*
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Robert C. King
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172,107
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*
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Salil Seshadri(6)
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765,194
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*
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Alicia Tranen(7)
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749,646
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*
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All directors and executive officers as a group (11 persons)
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7,426,960
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8.7
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%
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Less than 1% of shares outstanding
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| (1) |
The amounts reported include the following number of RSUs which will vest within 60 days of March 27, 2026: 29,325 each for Messrs. Corley, Jones, King,
Seshadri and Mses. Dolan, El and Tranen.
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| (2) |
Applicable percentage ownership is based on 85,529,338 shares of common stock outstanding on March 27, 2026 and includes 205,275 RSUs held by directors which will vest within 60 days. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding all shares of
common stock subject to options, warrants, rights or conversion privileges held by that person that are currently exercisable or exercisable within 60 days of March 27, 2026. Under Rule 13d-3 of the
SEC, certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to vote or the power to dispose of the Common Shares.)
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| (3) |
Includes 30,530,897 Class A shares. According to the Amendment No. 6 to Schedule 13D filed with the SEC on January 29, 2025, the shares are held for the
account of JS Capital LLC, a Delaware limited liability company. JS Capital Management LLC is the sole managing member of JS Capital LLC. Jonathan Soros is the sole managing member of JS Capital Management LLC. JS Capital LLC’s business
address is 888 Seventh Avenue, Floor 40, New York, NY 10106.
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| (4) |
Includes 4,630,292 shares of Class A Common Stock, on the basis of a Schedule 13G filed on February 14, 2024. Soros Capital LLC includes Soros Capital LP, Soros Capital GP LLC, Soros Capital HoldCo
LLC, Soros Capital Management LLC and Robert Soros (“Soros Capital”). Soros Capital is located at 250 West 55th Street, New York, NY 10019.
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| (5) |
Mr. Asali directly holds 2,535,280 shares of common stock as of March 27, 2026. Total shares include 343,220
shares of Class A Common Stock held by Omar M. Asali Irrevocable Trust FBO Michael Asali and 343,220 shares of Class A Common Stock held by Omar M. Asali Irrevocable Trust FBO Yasmeen Asali, in
respect of which Mr. Asali may be deemed to have beneficial ownership. Mr. Asali is the manager of OM Group LLC and may be deemed to beneficially own 4,290 shares of Class A Common Stock held by OM
Group LLC, and ultimately exercises sole voting and dispositive power over such shares. Mr. Asali disclaims beneficial ownership of Class A Common Stock held by OM Group LLC except to the extent of his pecuniary interest therein. Mr. Asali
also controls Vivoli Holdings. Mr. Asali may be deemed to beneficially own the 1,333,679 Class A shares held by Vivoli Holdings, and ultimately exercises sole voting and dispositive power over such
shares. Mr. Asali disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
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| (6) |
Mr. Seshadri directly holds 521,853 shares of common stock as of March 27, 2026. Total shares include 214,016 shares of Class A Common Stock held in
trusts for which Mr. Seshadri’s children are the beneficiaries and in respect of which Mr. Seshadri has investment control and may be deemed to have beneficial ownership and 29,325 shares subject to
RSUs which will vest within 60 days of March 27, 2026.
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| (7) |
Ms. Tranen directly holds 268,737 shares of common stock as of March 27, 2026. Total shares include 71,660
shares of Class A Common Stock held by Blue Parrot Trust and 29,325 shares subject to RSUs which will vest within 60 days of March 27, 2026. Also included
are 30,000 shares of Class A Common Stock held by Ms. Tranen’s husband and 349,924 shares of Class A Common Stock held by other immediate family members of
Ms. Tranen.
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