BURKLE RONALD W 4

What Happened

• Ronald W. Burkle (reported as a 10% owner) is reported to have acquired 4,400,000 shares of Class B common stock in connection with the consummation of the issuer's merger on January 29, 2026. The underlying purchase was priced at $6.00 per share (aggregate $26,400,000) under a private purchase agreement, and Burkle agreed to pay an additional $1.50 per share (aggregate $6,600,000) by December 31, 2026 — bringing the total economic obligation to $33,000,000. The Form 4 shows the Purchased Shares recorded in the account of OA3, LLC (direct owner).

Key Details

• Transaction date: January 29, 2026 (reported on Form 4 filed February 2, 2026).
• Price and consideration: $6.00/share paid to seller (Nick Jones) plus a contingent $1.50/share payment due by December 31, 2026; total economic amount = $33.0M.
• Shares acquired: 4,400,000 Class B common shares (reported as an "other acquisition" — Code J).
• Direct owner after transaction: OA3, LLC (Burkle assigned the Purchased Shares to OA3, LLC prior to settlement).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Convertible shares: Class B shares convert 1-for-1 into Class A shares on notice or automatically upon transfer to non-permitted holders.
• Beneficial ownership/disclaimer: Burkle is a controlling partner of affiliates (The Yucaipa Companies, Global JV partner, OA3, LLC) and disclaims beneficial ownership except to the extent of his pecuniary interest.
• Voting arrangement: Burkle and other principal holders (including Nick Jones, Richard Caring, Yucaipa) agreed to vote together as a Voting Group that controls >90% of combined voting power while they hold the requisite shares.
• Filing timeliness: Form 4 filed Feb 2, 2026 reporting the Jan 29 transaction; the filing shows no late-filing flag in the provided excerpt.

Context

• This is a private purchase of Class B stock tied to the merger consideration and not an options exercise or gift. Class B shares carry conversion rights (1-for-1 to Class A), so economic exposure can convert into publicly tradable Class A shares under the stated conditions.
• As a reported 10% owner and member of a coordinated Voting Group, these holdings reflect major shareholder/institutional activity rather than routine executive trading; such transactions can affect control and voting outcomes but are not a direct signal of short-term market timing.