TRIAN FUND MANAGEMENT, L.P. 4

What Happened

• Brian M. Baldwin, a 10% owner and director (via Trian-managed funds), reported two dispositions tied to the June 30, 2026 merger. He disposed of 518,177 ordinary shares to the issuer for $52.00 per share (total $26,945,204). Separately, 25,136,205 ordinary shares were contributed to Jupiter Topco LLC in exchange for Topco equity (reported as an "other" disposition).

Key Details

• Transaction date: June 30, 2026; Filing date: July 2, 2026 (no late-filing flag shown on the Form 4).
• Cash consideration: 518,177 shares × $52.00 = $26,945,204 paid at the merger effective time.
• Other disposition: 25,136,205 shares contributed by Trian-managed funds to Jupiter Topco LLC in exchange for equity interests of Topco (reported under transaction code J).
• Ownership after transaction: Ordinary shares were converted at the merger—those shares no longer remain as issuer ordinary shares; Baldwin has an indirect interest through Trian Funds and Topco equity per the filing (the reporting persons disclaim direct beneficial ownership except for pecuniary interest).
• Footnotes: (F1) Merger converted ordinary shares into $52.00 cash per share (except shares held by Parent or otherwise provided); (F2–F4) the 25.14M shares were held by Trian Funds, which contributed them to Topco in exchange for Topco equity; Baldwin is a partner/member of Trian Management and is reporting because of his indirect interests.

Context

• These transactions arose from the merger (conversion of ordinary shares into cash or Topco equity), not an open-market trade. As a 10% owner acting through institutional funds and Topco, this reflects corporate reorganization mechanics rather than an individual stock-sale signal.