M&A Deal Sheet

ADVM

LLY

Adverum Biotechnologies, Inc.

Eli Lilly and Company

24-October-25

08-December-25

Tender Offer

Friendly

Biotech

3.56000

0.00000

4.19000

74.70361

-0.14833

0.71650

0.05

0.00

1.33650

4.89650

4.18000

0.70650

13359.27148

6

Aquilo

Cooley

Ropes

Definitive agreement; Adverums lead program, Ixo-vec, is a Phase 3 gene therapy designed to treat vision loss associated with wet age-related macular degeneration with a single intravitreal dose; Acquisition aligns Lillys genetic medicine capabilities with opportunity to expand gene therapys potential to alleviate the burden of age-related diseases; Under the terms of the merger agreement, Lilly will commence a tender offer to acquire all of the outstanding shares of Adverum common stock for a per share price of (1) $3.56 per share in cash payable at closing plus (2) one non-transferrable contingent value right (CVR) that entitles the holder to receive up to an additional $8.91 per CVR in cash upon the achievement of two milestones; The CVR provides payments if and when the following milestones are achieved: Up to $1.78 per CVR in cash payable upon U.S. approval of Ixo-vec prior to the seventh anniversary of closing. Up to $7.13 per CVR in cash payable upon the first achievement of annual worldwide net sales of Ixo-vec by Lilly, its affiliates or licensees exceeding $1.0 billion dollars prior to the tenth anniversary of closing; The transaction is subject to closing conditions that appear in the merger agreement and tender offer documents that will be filed with the SEC, including the tender of a majority of the outstanding shares of Adverums common stock. These conditions do not include a financing condition. The transaction is expected to close in the fourth quarter of 2025, subject to satisfaction of the closing conditions; In conjunction with the transaction, Adverum has entered into a Promissory Note (the "Promissory Note") with Lilly. The Promissory Note is secured by all of Adverums assets, including all of its intellectual property rights, and enables Adverum to receive a loan of up to $65 million from Lilly, drawable by Adverum in four installments, subject to specified conditions, to support ongoing Ixo-vec clinical trials and registrational development activities prior to the anticipated closing of the transaction; Absent funds provided by Lilly under the Promissory Note, Adverums remaining cash and cash equivalents were expected to finance only its October 2025 operations and wind down activities; The transaction was unanimously approved by Adverums board of directors following a comprehensive evaluation of strategic alternatives. This evaluation process included numerous discussions with potential partners and buyers. In addition, the board of directors evaluated a range of potential sources of additional capital and financing options. It was determined that the merger agreement with Lilly, inclusive of the potential upside for Adverums stockholders of the CVR as Lilly advances development of Ixo-vec, is in the best interests of Adverum and its stockholders; Outside date January 22, 2026;

>80% tender; HSR expiry;

AHL

8630

Aspen Insurance Holdings Limited

Sompo Holdings, Inc.

27-August-25

14-May-26

Merger

Friendly

Insurance

37.50000

0.00000

37.04000

3500.00000

0.35575

0.47000

-9.37000

0.82120

0.03

0.05

0.00000

37.50000

37.03000

0.46000

0.02803

163

GS / Insurance Advisory Partners

MS

Sidley

Skadden

Definitive merger agreement; Aspen provides insurance and reinsurance coverage to clients in various domestic and global markets through wholly-owned operating subsidiaries in Bermuda, the United States and the United Kingdom, as well as its branch operations in Canada, Singapore and Switzerland; Further diversifies Sompos portfolio geographically in high-growth international markets; Strengthens underwriting expertise and presence in core specialty insurance and reinsurance lines; Provides access to significant fee-based income through leading capital markets platform; Transaction expected to be immediately accretive to ROE post-closing; Immediately following the closing, each series of preference shares of Aspen will remain outstanding and the relative rights, terms and conditions will remain unchanged. Sompo and Aspen may from time to time seek to redeem or repurchase and/or delist the preferred shares or associated depositary shares; The transaction has been unanimously approved by both companies Boards of Directors and is expected to close in the first half of 2026. The transaction is subject to certain customary closing conditions for a transaction of this type, including the receipt of antitrust and insurance regulatory approvals, consents and expiration of applicable waiting periods; Apollo owns 82.12% of the shares; Valuation: 7.5x EPS (2026E), 8.1x EBIT (2026E), 1.05x sales (2026E); Signed CA July 24, 2025; Outside date May 27, 2026 (automatically be extended to August 27, 2026);

>50% vote target (attained via written resolution); HSR expiry; Japan Financial Services Agency; Bermuda Monetary Authority; U.K. Prudential Regulatory Authority; U.K. Financial Conduct Authority; Council and Society and Corporation of Lloyds; North Dakota Department of Insurance; Texas Department of Insurance;

AKRO

NONOF

Akero Therapeutics, Inc.

Novo Nordisk

09-October-25

31-December-25

Merger

Friendly

Biotech

54.00000

0.00000

54.61000

4700.00000

0.41584

0.30000

-15.82433

0.04

0.02

0.90000

54.90000

54.60000

0.29000

0.06895

29

MS / JPMorgan

BofA

Kirkland

Ropes

Definitive agreement; Akero Therapeutics, Inc.is a clinical-stage company developing transformational treatments for patients with serious metabolic diseases marked by high unmet medical need; Under the terms of the agreement, Akero shareholders will receive $54.00 per share in cash at closing and a non-transferable Contingent Value Right (CVR). Each CVR will entitle its holder to receive a cash payment of $6.00 per share upon full U.S. regulatory approval of efruxifermin (EFX) for treatment of compensated cirrhosis due to MASH by June 30, 2031; The upfront cash portion of the consideration represents an equity value of approximately $4.7 billion, a 19% premium to Akeros 30-day Volume Weighted Average Price (VWAP), and a 42% premium to Akeros closing price on May 19, 2025 prior to market speculation. Combined, the upfront and potential contingent value payment represent, if achieved, an equity value of approximately $5.2 billion, a 32% premium to Akeros 30-day VWAP, and a 57% premium to Akeros closing price on May 19, 2025 prior to market speculation; Akeros innovative EFX program focused on developing a best-in-class treatment for metabolic dysfunction-associated steatohepatitis (MASH) will complement Novo Nordisks leadership in GLP-1 based metabolic treatments. Novo Nordisks world leading capabilities in cardio-metabolic disease will enhance and accelerate evaluation of EFX in the Phase 3 SYNCHRONY program, preparation for a successful commercial launch, and delivery of EFX to patients in need around the globe; Follows a comprehensive review undertaken by our Board of Directors; The transaction has been unanimously approved by Akeros Board of Directors and is expected to close around year-end, subject to approval by Akero shareholders and upon satisfaction of customary closing conditions including approvals by regulatory authorities; Outside date April 9, 2026, which period may be extended automatically for six months; Signed CA January 8, 2025; Background: BD pipeline (2020Apr 2025): 11 pharmas (incl. Novo, Party AE) signed NDAs (no standstills). Periodic non-public diligence occurred, no firm proposals until 2025. Clinical catalysts & stock moves: Sep 13, 2022: Positive Phase 2b HARMONY (NASH F2F3) stock +~137% (to $29.05). Oct 10, 2023: Phase 2b SYMMETRY (F4) missed primary endpoint stock ~63% (to $18.15). Jan 27, 2025: Week-96 SYMMETRY showed significant F4 reversal stock +~97% (to $51.71). Reconstitution of process: Mar 5, 2025: Board formed a new Transaction Committee (authority to run the process and recommend, not approve). Early 2025 outreach & data rooms: Mar 4: Novo gets VDR access, Mar 19: Party A added, Apr 22: Party D added. Initial proposals (May 2025): May 14: Novo IOI $58.00 cash, subject to diligence (target 34 weeks to sign once expanded access). May 23: Party A IOI $62.50 cash. Media leak (May 20) reports sale exploration - stock rises to $47.57. Structured bid process (late MayJune): May 28: Process letter: merger markups due Jun 6, final bids Jun 12. Jun 6: Novo & Party A submit markups, Party E does not. Jun 9: M&A blog speculation, later that day Novo and Party A both withdraw. Jun 1012: Company tries to re-engage Novo (including floated $63 for exclusivity), Novo declines. Dormant summer, re-engagement (Sep 2025): Sep 1221: Novo expresses renewed interest and requests 14-day exclusivity. Sep 26: Board individually canvassed, approves exclusivity. Exclusivity with Novo signed to Oct 10. Term negotiations & CVR structure: Sep 30Oct 9: Kirkland (Company) and Ropes & Gray (Novo) iterate merger & CVR agreements (reverse fee size, company termination fee, development plan scope, comp matters, CVR trigger definition/timing). Price discovery (Oct 36): Oct 3: Novo $51.00 cash + $8.00 CVR (F4c full FDA approval by Jan 6, 2031). Oct 4: Company counter $57.00 cash + $10.00 CVR (approval by Jan 6, 2032). Oct 5 (AM): Novo $53.00 cash + $6.00 CVR (approval by Jun 30, 2031), misunderstanding clarified, Novo holds. Oct 5 (PM): Novo best & final: $54.00 cash + $6.00 CVR, same CVR milestone/timing. Bankers pressed for $55 cash, Novo refused (Oct 6). Oct 6: Board assesses standalone vs. deal, regulatory risk, absence of other bidders, agrees to proceed on Novos best & final. Oct 8: Fairness opinions delivered by Morgan Stanley and J.P. Morgan, Board unanimously approves agreement and recommends shareholder vote. Oct 9, 2025: Merger Agreement signed; both parties issue press releases;

>50% vote target; HSR expiry (filed Nov 5 2025, attained Dec 2 2025); German FCO (attained Dec 3 2025);

AL

Air Lease

Sumitomo Corporation / SMBC Aviation Capital / Apollo / Brookfie

02-September-25

09-February-26

Merger

Friendly

Industrial

65.00000

0.00000

63.97000

28200.00000

0.07955

1.04000

-3.75000

0.06170

0.01

0.22

0.00000

65.00000

63.96000

1.03000

0.08818

69

JPMorgan

Citi / GS

Skadden

Davis / McCann / Norton / Millbank

Definitive agreement; Air Lease is a leading global aircraft leasing company based in Los Angeles, California that has airline customers throughout the world; Total valuation of approximately $7.4 billion, or approximately $28.2 billion including debt obligations to be assumed or refinanced net of cash; The Board of Directors of Air Lease has unanimously approved the agreement. The transaction is subject to customary closing conditions, including approval by Air Leases Class A common stockholders and receipt of certain regulatory approvals, and is expected to close in the first half of 2026. Air Leases directors and certain executive officers have agreed to vote the shares of Class A common stock held by them in favor of the transaction. The transaction is not subject to any financing contingency; Air Lease will be renamed Sumisho Air Lease Corporation (Sumisho Air Lease) and its orderbook is expected to transfer to SMBC Aviation Capital as part of the transaction; SMBC Aviation Capital will act as a servicer to Sumisho Air Leases portfolio; Apollo and Brookfield to provide capital to support the acquisition, joining Sumitomo Corporation and SMBC Aviation Capital as aligned investors; SMBC, Citi, and Goldman Sachs Bank USA have provided $12.1 billion of committed financing in connection with the transaction; Air Leases directors and certain executive officers have agreed to vote the shares of common stock held by them in favour of the transaction; Valuation: 8.4x EPS (2026E), 9.7x EBITDA (2026E), 8.9x sales (2026E); The Company is permitted to pay regular quarterly cash dividends up to $0.22 per share of Common Stock; Concurrently with the execution of the Merger Agreement, Parent obtained equity and debt financing commitments for the Merger and the transactions contemplated thereby. The Equity Investors delivered equity commitment letters to Parent, pursuant to which the Equity Investors have committed to invest up to an aggregate amount of $5,404,613,000 in equity securities of Parent (the Equity Financing) on the terms and subject to conditions set forth in the equity commitment letters (Equity Commitment Letters). Parent also obtained debt commitment letters from lenders (the Debt Commitment Letters and, together with the Equity Commitment Letter, the Commitment Letters) to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letters, up to an aggregate amount of $12,100,000,000 in debt financing (the Debt Financing, and together with the Equity Financing, the Financing); Also on September 1, 2025, Parent entered into a Voting Agreement (the Voting Agreement) with each of the Companys directors as well as with executive officers Gregory Willis and Carol Forsyte (collectively, the Relevant Stockholders). As of August 29, 2025, the Relevant Stockholders directly beneficially owned, in the aggregate, 6,895,945 of the Companys issued and outstanding Common Stock, representing approximately 6.17% of the Companys total issued and outstanding Common Stock as of the same date; Outside date June 1, 2026 (automatically be extended for all purposes hereunder to December 1, 2026); Signed CA February 24, 2025, and amended on March 31, 2025 and May 8, 2025; Signed clean team agreement June 12, 2025; Background: Since 2023, Air Leases board and executives routinely reviewed performance, leverage, and strategic options following the 2022 write-off of aircraft detained in Russia, which elevated its debt-to-equity ratio above the 2.5 target. They explored deleveraging options, including joint ventures, asset sales, and capital partnerships to unlock value and reduce leverage. Party A Joint Venture: Began Sept 2023 with a global investment firm to contribute aircraft assets for cash, discussions extended into 2025 but never closed due to lack of capital partners. Party B and Party C were approached for similar partnerships but withdrew by early 2024. Preliminary merger interest surfaced from strategic Party D (aircraft lessor) and Party E (non-industry), both later declined due to Air Leases size and valuation. July 2024: SMBC Aviation Capital (SMBC AC) executives expressed informal interest in a potential transaction. Party F (a strategic backed by investors) informally valued Air Lease at $67 billion ($52$61 per share). The Board agreed to evaluate any credible premium offer but had no sale plan at that time. Sept 12 2024: SMBC AC CEO Peter Barrett met Air Lease leadership, expressing interest in an all-cash acquisition. Nov 4 2024: SMBC AC submitted a non-binding offer of $54$61 per share, a 2238 % premium. Air Lease retained Skadden Arps as counsel and J.P. Morgan as financial advisor (Nov 22 2024). The Board deemed the range inadequate and overly broad but invited a higher proposal. Dec 24 2024: SMBC AC and parent Sumitomo raised their indication to $57$61.50 per share (1727 % premium). Feb 24 2025: Parties executed a non-disclosure agreement (NDA) allowing limited information sharing with potential co-investors (Apollo Global Management and Brookfield Corporation). Mar 2025: Data-room access began, diligence commenced. Party H, another aircraft lessor, made a stock-based unsolicited approach around $55 per share, but offered no premium and withdrew later. Party F again failed to secure financing. No other strategic or financial bidders produced a superior alternative. Apr 17 2025: Sumitomo / SMBC AC reiterated the $57$61.50 range (3647 % premium to then-price $41.78). The Board pressed for $60 share minimum. June 4 2025: Investors lifted the upper band to $65 per share, discussions formalized in a July 3 2025 Letter of Intent (LOI) setting a $60$65 range and outlining regulatory and orderbook-transfer terms. July 15 2025: Investors proposed $63.00, Board countered $65.00. July 24 2025: Investors delivered a best-and-final $65.00 per share all-cash offer ( 12 % premium to prior close). Aug 29 2025: Board met to review final terms, J.P. Morgan delivered its fairness

>50% vote target; HSR expiry (filed Oct 8 2025, attained Nov 7 2025); U.S. Department of Transportation; FCC; CFIUS; Chile, China, COMESA, Egypt, France, Germany (attained Nov 27 2025), Italy, Kazakhstan, Mexico, Moldova, Morocco, Poland, Romania, Saudi Arabia, South Africa, South Korea, Sweden, Switzerland, Taiwan, Turkey, Ukraine, United Arab Emirates, United Kingdom, Vietnam;

ALE

ALLETE, Inc.

CPP Investments / GIP

06-May-24

31-December-25

Merger

Friendly

Utilities

67.00000

0.00000

67.68000

6200.00000

0.19111

-0.67000

-11.42000

0.02

0.00

0.00000

67.00000

67.67000

-0.68000

-0.11937

29

JPMorgan / Houlihan

Skadden

Definitive agreement; ALLETE, Inc. is an energy company headquartered in Duluth, Minnesota. ALLETEs largest business unit, Minnesota Power, is an electric utility which serves 150,000 residents, 14 municipalities, and some of the nations largest industrial customers. In addition to Minnesota Power, ALLETE owns Superior Water, Light and Power, based in Superior, Wisconsin, ALLETE Clean Energy, based in Duluth; BNI Energy in Bismarck, N.D.; and New Energy Equity, headquartered in Annapolis, Maryland; and has an 8% equity interest in the American Transmission Co; The agreement provides commitments with respect to workforce retention, as well as maintaining compensation levels and benefits programs. The agreement also honors union contracts including our strong partnership with the International Brotherhood of Electrical Workers. ALLETEs Minnesota Power and Superior Water, Light and Power (SWL&P) will continue as independently operated, locally managed, regulated utilities. Bethany Owen will continue as Chief Executive Officer, and the current management team will continue to lead ALLETE and remain as the primary points of contact for customers, regulators and other stakeholders. ALLETE will continue to be headquartered in Duluth, Minnesota. ALLETE and its family of businesses and the Minnesota Power Foundation will continue to make economic and charitable contributions in its service territories to support vibrant and sustainable communities, close opportunity gaps, and help people of all ages live with purpose and passion. ALLETE will continue to invest corporate resources and employee volunteer hours to help build thriving communities; Following the close of the acquisition, Minnesota Power and SWL&P will continue to be regulated by the Minnesota Public Utilities Commission (MPUC), the Public Service Commission of Wisconsin (PSCW) and the Federal Energy Regulatory Commission (FERC). The acquisition is not expected to impact retail or municipal rates for utility customers; The acquisition was unanimously approved by ALLETEs Board of Directors and is expected to close in mid-2025, subject to the approval of ALLETEs shareholders, the receipt of regulatory approvals, including by the MPUC, PSCW and FERC, and other customary closing conditions; Dividends payable to ALLETE shareholders are expected to continue in the ordinary course until the closing, subject to approval by ALLETEs Board of Directors; The Merger Agreement also provides that the Company may request that Parent purchase up to a total of $300 million of preferred stock of the Company in the second half of 2025, subject to certain parameters. If Parent declines to purchase the preferred stock, the Company will have the right to issue Company common stock up to certain limits; Outside date August 5, 2025 (subject to extension for an additional two successive three-month periods if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied); 16.4x EPS (2025E), 11.6x EBITDA (2025E), 3.52x sales (2025E); July 17 2024 filed EC, deadline Aug 21 2024;

>50% vote target (attained); HSR expiry; CFIUS (attained as at Oct 30 2024); FERC (attained Dec 19 2024); FCC; Minnesota Public Utilities Commission (MPUC) (attained Oct 3 2025); Public Service Commission of Wisconsin (PSCW) (attained Mar 13 2025); EC (filed July 16 2024, attained Aug 8 2024); China SAMR (attained Sept 26 2024); Turkey (attained as at Oct 30 2024);

AMWD

MBC

American Woodmark Corporation

MasterBrand, Inc.

06-August-25

04-March-26

Merger

Friendly

Industrial

0.00000

5.15000

57.01000

1310.63477

0.07418

2.40450

-1.66056

0.02

0.59

0.00000

58.86450

56.46000

2.82942

0.21232

93

Jefferies

Rothschild

McGuireWoods

Skadden

Definitive agreement; With over 7,800 employees and more than a dozen brands, American Woodmark is one of the nations largest cabinet manufacturers; Industrys most comprehensive portfolio of trusted cabinet brands and products across the value chain to benefit customers and consumers; Broadened channel partnerships, expanded geographic reach, and enhanced operating agility; Anticipated run-rate cost synergies of approximately $90 million by the end of year three and accretion to MasterBrands adjusted Diluted EPS in year two; Fortified financial profile and increased resources expected to amplify returns, advance innovation, and accelerate growth; MasterBrand and American Woodmark shareholders will own approximately 63% and 37% of the combined company, respectively; The transaction, which has been unanimously approved by the Board of Directors of both companies, is expected to close in early 2026 subject to approval of the transaction by MasterBrand and American Woodmark shareholders, the receipt of regulatory approvals, and the satisfaction of other customary closing conditions; MasterBrand is the #1 producer, American Woodmark says its a top-3 player; Market shares: MasterBrand: ~22% (Fitch estimate, 2024). American Woodmark: ~11% (company 2025 annual report). Combined: ~33% (approximate, depends on market definition); Valuation: 9.1x EPS (2026E), 6.32x EBITDA (2026E), 4.4x Adj EBITDA after synergies (2026E), 0.76x sales (2026E); Outside date August 5, 2026; Signed CA April 25, 2025;

>66 2/3 vote target; >50% vote acquiror; HSR expiry (filed Sept 5 2025, pulled and refiled Oct 8 2025, received a second request from the FTC Nov 7 2025); Mexico COFECE (filed Sept 2 2025, attained Oct 3 2025); State of Vermont Department of Financial Regulation (filed Sept 3 2025);

ATXS

BCRX

Astria Therapeutics, Inc.

BioCryst Pharmaceuticals, Inc.

14-October-25

22-January-26

Merger

Friendly

Biotech

8.55000

0.59000

13.10000

700.00000

0.49983

0.10150

-4.29136

0.11500

0.05

0.02

0.00000

13.18150

13.08000

0.11324

0.06363

51

Evercore

BofA

Sidley

Covington

Definitive agreement; Astria is a biopharmaceutical company focused on developing life-changing therapies for allergic and immunologic diseases; Deal to add navenibart, a late-stage and long-acting plasma kallikrein inhibitor, in Phase 3 clinical development, to BioCrysts HAE portfolio; Solidifies double digit growth trajectory for HAE portfolio over the next decade; Implied aggregate equity-value of approximately $920 million and implied enterprise value of approximately $700 million; The transaction was unanimously approved by both the BioCryst and Astria Boards of Directors. Upon closing of the transaction, which is expected in the first quarter of 2026 subject to customary closing conditions; Astrias lead product candidate navenibart is an injectable, long-acting, monoclonal antibody inhibitor of plasma kallikrein for hereditary angioedema (HAE) prophylaxis. Navenibarts potentially best-in-class clinical profile and highly differentiated every 3- and 6-month administration schedule could offer significant improvements over existing injectable options and address key unmet needs in the HAE patient community; As part of this transaction, BioCryst has also entered into a debt commitment letter for a strategic financing facility with funds managed by Blackstone with a total capacity of up to $550 million. BioCryst expects the cash portion of total consideration to be funded with cash on hand and a portion of the Blackstone facility; Astria stockholders will own approximately 15% of proforma equity in the combined company based on basic shares outstanding; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first quarter of 2026, pending customary regulatory approvals and approval by Astria stockholders; Certain stockholders of Astria, including each director and each executive officer, as well as affiliates of Perceptive Advisors, LLC, Astrias largest stockholder, have entered into voting and support agreements in support of the transaction; Outside date April 14, 2026, subject to adjustment until May 31, 2026 for a government shutdown, which date may be extended to October 14, 2026 under certain circumstances; In connection with the transactions contemplated by the Merger Agreement, on October 14, 2025, BioCryst entered into a debt commitment letter (the Commitment Letter) with certain affiliates of Blackstone, Inc. (Blackstone) pursuant to which Blackstone has agreed to provide a $550,000,000 senior secured credit facility consisting of (i) a committed initial term loan in an aggregate principal of $350,000,000 (the Initial Term Loan), (ii) a committed delayed draw term loan facility in an aggregate principal amount not exceeding $50,000,000 (the loans thereunder, the Committed Delayed Draw Term Loans) and (iii) an uncommitted delayed draw term loan facility in an aggregate principal amount not exceeding $150,000,000; Signed CA August 8, 2025; Background: Astria was pursuing regional licensing deals for its lead HAE drug navenibart (Japan, Europe, other ex-U.S.) and exploring other strategic options to fund commercialization. In mid-2025, Astria received two competing strategic M&A approaches: Party 1 an all-stock merger concept. BioCryst a cash-and-stock acquisition proposal. Astria ran a dual-track process: continue licensing talks (esp. Europe) while negotiating with Party 1 and BioCryst and quietly checking with a small set of additional potential buyers. After multiple rounds of price increases, diligence, and negotiation, BioCryst delivered a best and final $13.00 per share proposal. Astria entered into exclusivity with BioCryst, finalized terms (including exchange ratio and governance/termination provisions), obtained a fairness opinion from Evercore, and the Board unanimously approved the Merger Agreement, signed and announced on October 14, 2025;

>50% vote target; HSR expiry (filed Nov 7 2025, attained Dec 3 2025);

AVDL

ALKS

Avadel Pharmaceuticals plc

Alkermes plc

22-October-25

15-February-26

Scheme

Friendly

Biotech

21.00000

0.00000

21.36000

2370.00000

0.32911

-0.12500

-5.38071

0.01

0.00

0.22500

21.22500

21.35000

-0.13500

-0.03040

75

MS / GS

JPMorgan

Goodwin / Arthur

Paul / McGann / Cleary

Definitive agreement; Avadel Pharmaceuticals plc is a biopharmaceutical company focused on transforming medicines to transform lives. Avadels approach includes applying innovative solutions to the development of medications that address the challenges patients face with current treatment options. Avadels commercial product, LUMRYZTM, was approved by the U.S. Food & Drug Administration (FDA) as the first and only once-at-bedtime oxybate for extended-release oral suspension for the treatment of cataplexy or excessive daytime sleepiness (EDS) in patients 7 years and older with narcolepsy; Alkermes expects to finance the acquisition with cash on hand, supplemented by the issuance of new debt. The transaction, which has been approved by the boards of directors of both Alkermes and Avadel, is expected to close in the first quarter of 2026; The planned acquisition adds Avadels FDA-approved product, LUMRYZTM (sodium oxybate) for the treatment of cataplexy or excessive daytime sleepiness in patients over 7 years of age with narcolepsy, to Alkermes commercial portfolio. This strategic move accelerates Alkermes entry into the sleep medicine market and enhances its ability to unlock the full potential of its late-stage development pipeline focused on central disorders of hypersomnolence. The transaction is expected to be immediately accretive upon closing and represents a compelling financial and strategic opportunity, leveraging Alkermes existing commercial expertise and operational infrastructure and adding new capabilities in rare disease; J.P. Morgan has provided fully committed financing to Alkermes in support of the transaction; It is intended that the Acquisition will be implemented by way of a High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (although Alkermes reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the terms of the Transaction Agreement, compliance with the Takeover Rules and with the consent of the Irish Takeover Panel); Valuation: 21.6x EPS (2026E), 15.7x EBITDA (2026E), 5.86x sales (2026E); Outside date 9 months following the date of the Agreement (which date is subject to automatic extension to the date that is 12 months following the date of the Agreement if regulatory approvals have not yet been obtained); On the Agreement Date, Alkermes, as the TopCo Borrower, Alkermes, Inc., as the U.S. Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and the lenders party thereto entered into a Bridge Term Loan Credit Agreement (the Bridge Credit Agreement). The Bridge Credit Agreement provides for a senior secured bridge term loan facility (the Bridge Credit Facility) in an aggregate principal amount of up to $1,231,459,813.22 that is available to finance the payment of Cash Consideration and fees and expenses related to the Acquisition; Signed CA August 24, 2025; Background: On July 4, 2025, Alkermes delivered an unsolicited cash offer of $12.50 per share, later increased to $13.25 on July 11 and $15.25 on August 14. Each time, Avadels board advised by Morgan Stanley, Goldman Sachs, and Irish/US counsel concluded the offers were inadequate based on Avadels standalone prospects, but allowed progressively more limited due diligence to help Alkermes improve its price. During this period, the board formed a Transaction Committee, approved management financial projections for use in fairness analyses, and also completed an amended license with XWPharma for valiloxybate (a once-nightly oxybate product). On October 1, 2025, Alkermes sent a significantly improved proposal of up to $20.00 per share: $18.00 in cash plus a $2.00 non-tradeable CVR tied to FDA approval of LUMRYZ for idiopathic hypersomnia (IH) by December 31, 2027 with no legal/regulatory impediments. The board focused heavily on the CVR structure, regulatory and litigation risks (notably ongoing litigation with Jazz Pharmaceuticals), and sought to shift more value into upfront cash and more achievable CVR milestones, including potential value-sharing from any Jazz settlement. At the same time, Avadel authorized outreach to three other potential acquirers (Parties A, B and C) to see if a superior proposal could emerge while preserving confidentiality. Through earlymid October, Avadel, Alkermes and their advisors intensively negotiated the Transaction Agreement, CVR Agreement, closing conditions, regulatory covenants, and termination/expense provisions, while also coordinating with the Irish Takeover Panel. Parties B and C dropped out or failed to engage. Party A entered into a standstill NDA, received a management presentation, and was given a draft agreement and data room access, but did not move fast enough to put forth a superior, executable proposal. On October 1516, Alkermes and Avadel converged on an economics package (the Avadel October 16 Proposal): $18.50 per share in cash plus a $1.50 per share CVR tied to FDA approval of LUMRYZ in IH by December 31, 2028, structured in the context of an anticipated settlement of the Jazz litigation. Alkermes accepted these terms on October 17. The parties then finalized the transaction and CVR documentation. On October 19, 2025, the Avadel board met in Dublin, reviewed updated standalone projections (reflecting the potential Jazz settlement), received fairness opinions from both Morgan Stanley and Goldman Sachs, and unanimously determined that the Alkermes transaction, including the scheme of arrangement and consideration mix, was fair and in the best interests of shareholders. On October 20, Party A finally submitted a competing non-binding indication of up to $20.00 per share (including a CVR tied to first commercial sale in IH and a $700 million sales milestone). The board concluded this proposal was inferior due to lower upfront cash, a less attractive and less probable CVR structure, and timing risk that could jeopardize the Alkermes deal. Avadels board again revie

>75% vote target; HSR expiry (filed Nov 7 2025);

AXTA

AKZA

Axalta Coating Systems Ltd.

Akzo Nobel N.V.

18-November-25

31-March-27

Merger

Friendly

Industrial

0.00000

0.65390

30.00000

9562.19727

0.11781

10.12486

0.03

0.00

0.00000

40.09486

29.97000

11.82819

0.28514

484

Evercore / JPMorgan

MS / Lazard

Cravath / NautaDutilh

De Brauw / Davis / Wakkie

Definitive agreement; Merger of equals; Axalta is a global leader in the coatings industry, providing customers with innovative, colorful, beautiful and sustainable coatings solutions. From light vehicles, commercial vehicles and refinish applications to electric motors, building facades and other industrial applications, our coatings are designed to prevent corrosion, increase productivity and enhance durability; Creates a global coatings leader with $17 billion in revenue and an enterprise value of $25 billion; Significant value creation with approximately $600 million in cost synergies supporting strategic and capital allocation priorities; Combines highly complementary portfolios across end markets, driving stronger revenue growth, enhanced profitability and increased value for customers; In connection with the transaction, AkzoNobel will pay a special cash dividend to AkzoNobel shareholders equal to 2.5 billion minus the aggregate amount of any regular annual and interim dividends paid by AkzoNobel to AkzoNobel shareholders in 2026 prior to completion. AkzoNobel shareholders will own 55% and Axalta shareholders will own 45% of the combined company on a pro forma basis immediately after closing; The companies expect the transaction to close in late 2026 to early 2027; Combines #3 and #6 player to create #2; Outside date May 18, 2027 (subject to extension to November 18, 2027 under certain circumstances in the event that any Regulatory Clearance has not been obtained);

>50% vote target; >50% vote acquiror; HSR expiry; EC; UK CMA; China SAMR;

BBU

BBUC

Brookfield Business Partners L.P.

Brookfield Business Corporation

25-September-25

20-January-26

Plan

Friendly

Financial

0.00000

1.00000

35.13000

3201.56323

0.26495

0.66000

-6.74642

67.50000

0.09

0.00000

35.36000

34.70000

0.71388

0.16380

49

Origin

Stikeman

Torys

Arrangement agreement; Approved plans to simplify its corporate structure; All BBU limited partnership units, BBUC class A exchangeable shares and redemption-exchange units in BBU held by Brookfield will be exchanged for new class A shares of BBU Inc. on a one-for-one basis; The transaction is expected to be implemented pursuant to a court-approved plan of arrangement and will require BBU unitholder and BBUC shareholder approval, as well as customary regulatory approvals for a transaction of this nature; The Arrangement will be implemented pursuant to a court-approved plan of arrangement and completion of the Arrangement is subject to a number of conditions, including BBU and BBUC security holder approvals, approval by the British Columbia Supreme Court and customary regulatory approvals for a transaction of this nature. A special meeting of BBU unitholders and a special meeting of BBUC shareholders have been called for January 13, 2026 and security holders of record as of the close of business on November 25, 2025 will be entitled to vote at the meetings;

66 2/3 vote target; 66 2/3 vote acquiror;

BFIN

FFBC

BankFinancial

First Financial

12-August-25

31-December-25

Merger

Friendly

Financial

0.00000

0.48000

12.10000

142.00000

0.04250

0.24720

-0.25453

0.04

0.49

0.00000

12.30720

12.06000

0.26955

0.32077

29

Keefe

MS

Kirkland / Luse

Squire

Agreement; With over 100 years of expertise in commercial lending, BankFinancial, NA is a trusted partner for businesses, individuals, and families seeking flexible and competitive financial solutions. As a direct lender, BankFinancial combines industry-leading products with a customer-focused approach to empower businesses across the greater Chicago area and beyond. Through 18 full-service banking offices located in Cook, DuPage, Lake, and Will Counties in Illinois, the bank delivers comprehensive financial services while also serving select commercial loan, lease, and deposit customers regionally and nationwide; The acquisition strategically expands First Financials presence in the robust Chicago market with a strong core deposit franchise; Complementary to Illinois and Northwest Indiana branch locations, adding 18 retail locations and augmenting its existing commercial banking presence with additional capabilities; Under the terms of the agreement, each outstanding share of BankFinancial common stock will be converted into the right to receive 0.48 of a share of First Financial common stock, valuing the transaction at approximately $142 million; The merger agreement has been unanimously approved by the boards of directors of First Financial and BankFinancial; The transaction is expected to close in the fourth quarter of 2025, subject to satisfaction of customary closing conditions, regulatory approvals and approval of BankFinancial shareholders;

>50% vote target; Fed; FDIC;

BHF

Brighthouse Financial, Inc.

Aquarian Capital LLC

06-November-25

30-September-26

Merger

Friendly

Insurance

70.00000

0.00000

65.54000

4100.00000

0.35135

4.50000

-13.70000

0.04

0.25

0.00000

70.00000

65.50000

4.49000

0.08343

302

Wells / GS

RBC

Debevoise

Skadden

Definitive merger agreement; Brighthouse Financial is on a mission to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S., Brighthouse Financial specializes in products designed to help people protect what theyve earned and ensure it lasts; Aquarian Capital LLC is a diversified global holding company with a strategic portfolio of insurance and asset management businesses; The transaction positions Brighthouse Financial to pursue strategic growth opportunities and strengthen its ability to continue to serve its customers, distribution partners and other stakeholders. Aquarian Capital plans to invest in Brighthouse Financials platform and distribution franchise while enhancing product design, development and innovation. Aquarian Capital also plans to bolster Brighthouse Financials investment management capabilities through a strategic relationship with Aquarian Investments, Aquarian Capitals investment management platform; The transaction is expected to close in 2026 and is subject to customary closing conditions, including approval by Brighthouse Financials common stockholders, antitrust clearance and the receipt of insurance regulatory approvals; The merger consideration will be funded with committed financing without incremental debt financing at the Aquarian Capital insurance businesses or Brighthouse Financial. The receipt of financing by Aquarian Capital is not a condition precedent to the completion of the transaction; All outstanding shares of each series of Brighthouse Financial preferred stock will continue as preferred shares of Brighthouse Financial immediately following the closing of the merger, and immediately following the closing of the merger the rights, terms and conditions of each series of preferred stock will remain entitled to the same dividends and all other preferences, privileges and other special rights, and qualifications, limitations and restrictions set forth in the certificate of designations applicable to such series of preferred stock. The outstanding junior subordinated debentures and each series of Brighthouse Financials outstanding senior notes will continue to remain outstanding as obligations of Brighthouse Financial immediately following the closing of the merger; The Board of Directors of Brighthouse Financial has unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and resolved to recommend that Brighthouse Financials common stockholders vote to adopt the merger agreement and to approve the merger; Valuation: 3.3x EPS (2026E), 3.11x EBIT (2026E), 0.45x sales (2026E); Parent has received an equity commitment letter from Aquarian Capital LLC, and Aquarian Holdings has received a debt commitment letter from certain lenders party thereto, the proceeds of which will be contributed indirectly to Parent prior to the Effective Time. The aggregate proceeds of the committed financing will provide Parent with the funds needed to consummate the Merger. The receipt of financing by Parent is not a condition precedent to the completion of the Merger; Outside date September 6, 2026 (extends to December 6, 2026); Signed CA February 3, 2025;

>50% vote target; HSR expiry; Insurance approvals in Delaware, New York and Massachusetts; FINRA;

BLFY

FULT

Blue Foundry Bancorp

Fulton Financial Corporation

24-November-25

15-May-26

Merger

Friendly

Financial

0.00000

0.65000

11.92000

243.00000

0.47399

0.09600

-3.75833

0.02

0.00000

11.98600

11.89000

0.25489

0.04834

164

Piper

Stephens

Luse

Holland

Definitive merger agreement; Blue Foundry Bancorp is the holding company for Blue Foundry Bank, a place where things are made, purpose is formed, and ideas are crafted. Headquartered in Rutherford, New Jersey, with a presence in Bergen, Essex, Hudson, Middlesex, Morris, Passaic, Somerset and Union counties, Blue Foundry Bank is a full-service, innovative bank serving the doers, movers, and shakers in our communities; This transaction accelerates Fultons growth efforts in the attractive northern New Jersey market. The transaction is expected to be accretive to first full-year earnings by over 5%, immediately accretive to tangible book value per share and neutral to regulatory capital ratios at close; The boards of directors of both Fulton and Blue Foundry have unanimously approved the definitive merger agreement. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including regulatory approvals and approval by Blue Foundrys stockholders; Valuation: 0.77x BV, 0.77x TBV;

>50% vote target; Fed; FDIC; OCC;

BRY

CRC

Berry Corporation

California Resources Corporation

15-September-25

13-January-26

Merger

Friendly

Oil & Gas

0.00000

0.07180

3.44000

717.00000

0.14988

-0.00370

-0.45031

0.02

0.00

0.00000

3.42630

3.43000

0.00294

0.00747

42

RBC

Guggenheim

Sullivan

Vinson

Definitive agreement; Berry is a western United States independent upstream energy company with a focus on onshore, low geologic risk, long-lived oil and gas reserves. Berry operates in two business segments: (i) exploration and production (E&P) and (ii) well servicing and abandonment services. Its E&P assets are located in California and Utah, are characterized by high oil content and are predominantly located in rural areas with low population. Its California assets are in the San Joaquin Basin (100% oil), and its Utah assets are in the Uinta Basin (65% oil). Berry provides well servicing and abandonment services to third party operators in California and its California E&P operations through C&J Well Services (CJWS); Under the terms of the merger agreement, existing CRC shareholders are expected to own approximately 94% of the combined company upon closing; Compelling fit with CRCs low decline, conventional assets in California; The combination is expected to be accretive to net cash provided by operating activities and free cash flow; Within 12 months post closing, CRC expects to achieve annual synergies of $80 90 million; The transaction, which is expected to close in the first quarter of 2026, has been unanimously approved by the board of directors of both companies. Closing is subject to customary closing conditions, including receipt of required regulatory approvals and receipt of Berry shareholder approval. CRCs executive management team will lead the combined company from its headquarters in Long Beach, California; Valuation: 52.2x EPS (2026E), 3.2x EBITDA (2026E), 2.3x Adj EBITDA after synergies (2026E), 1.06x sales (2026E); Outside date March 14, 2026 (either party may extend the Outside Date by three months up to two times); Background: Multiple market checks (20212025): two formal sale processes, several counterparties (public strategics and a private asset manager), plus private-equity interest. Financing overhang: refinancing needs (notably the 2026 notes) and tighter covenants made a transaction-linked capital structure reset attractive. First Process (Oct 2021Mar 2022): Global bank (Financial Advisor A) contacts ~30 parties (incl. CRC). Only Party A (public E&P) went deep, no bids - process closed. Second Process (from Apr 2022, Guggenheim): ~30 additional targets (incl. CRC, Party B). No bids - cited California political/regulatory risk and valuation gap. Berry kept dialogues alive into 20232024. Initial CRC term sheet (May 2, 2025): all-stock, 0.0715 fixed exchange ratio (~6% Berry ownership. 0% spot premium, ~9% vs 20-day VWAP). Berry response: rejects as undervaluing - signals it would engage if 8% ownership. May 20: CRC terminates discussions after no counter. Re-engagement (July 2025): market/California tone improving - CRC says time is of the essence. July 15: Berry counter at 0.0760 (~6.8%. 18% spot premium) + asks for deal-term protections (lower termination fee, no force-the-vote, ConEd damages, refined MAE, adjusted antitrust covenants). July 16: CRC counters 0.0730 (~6.6%. 13.4% premium). July 18: agree to finalize within 0.07300.0745 targeting a mid-teens spot premium - diligence and docs accelerate. Regulatory backdrop catalyst: Sept 13, 2025 California SB 237 passes, streamlining Kern County CEQA compliance starting Jan 1, 2026supportive to in-state production (positive for both CRC and Berry). Economics finalized: Sept 1213, 2025 CRC proposes 0.0718 exchange ratio (15% spot premium. 1724% vs 1030 day VWAPs). Sept 13: Berry Board unanimously approves. Guggenheim delivers fairness opinion on the exchange ratio. Sept 14, 2025: Merger Agreement executed (CRC, Berry, Merger Sub). Sept 15, 2025: deal announced pre-market;

>50% vote target; HSR expiry (filed Oct 10 2025, attained Nov 10 2025); FERC (filed Oct 1 2025);

CADE

HBAN

Cadence Bank

Huntington Bancshares Incorporated

27-October-25

06-March-26

Merger

Friendly

Financial

0.00000

2.47500

41.69000

7400.00000

0.08998

0.26187

-3.20039

0.04

0.08

0.00000

41.94187

41.68000

0.57362

0.05451

94

Keefe

Evercore / BofA

Sullivan

Wachtell

Definitive agreement; Cadence Bank is a $53 billion regional bank committed to helping people, companies and communities prosper. With more than 390 locations spanning the South and Texas, Cadence offers comprehensive banking, investment, trust and mortgage products and services to meet the needs of individuals, businesses and corporations; Establishes strategic presence across the South with immediate scale in Texas and Mississippi; Creates a platform for further organic investment through presence in high-growth markets, including Houston, Dallas, Fort Worth, Austin, Atlanta, Nashville, Orlando and Tampa; Creates top 10 bank with assets of $276 billion and deposits of $220 billion; The transaction is expected to close in the first quarter of 2026, subject to regulatory approvals, approval by Huntington and Cadence shareholders and other customary closing conditions; The transaction is expected to be 10% accretive to Huntingtons earnings per share, mildly dilutive to regulatory capital at close, and 7% dilutive to tangible book value per share with earn-back in three years inclusive of merger expenses; Valuation: 11.5x EPS (2026E), 1.14x BV; Outside date October 26, 2026; Background:May 9, 2025: Huntington CEO Steinour contacted KBW to arrange a meeting with Cadence CEO Rollins. May 31, 2025: First meeting where Steinour expressed interest in exploring a business combination. Rollins briefed Cadence leadership and began reviewing strategic alternatives. July 1, 2025: Rollins met Huntington board member Torgow and Huntington management. JulyAugust: Reciprocal management meetings to understand operations and market fit. August 12, 2025: Parties executed a mutual confidentiality agreement enabling detailed due diligence. August to late October: Mutual due diligence occurred through virtual and in-person sessions. August 21, 2025: Initial offer of 2.348 Huntington shares per Cadence share, 10.7 percent premium, deemed insufficient. September 2, 2025: Revised offer to 2.430 shares, 14.6 percent premium, still insufficient. September 4, 2025: Letter of intent delivered with 2.475 shares per Cadence share, 16.6 percent premium and pro forma Cadence ownership of 23 percent. September 5, 2025: Cadence Board evaluated the LOI with KBW and S&C, supported continued negotiations. September 9, 2025: Huntington Board and Bank Board reviewed diligence findings and supported proceeding. September 2122: Management teams met to discuss synergies and integration opportunities. September 26 to October 25: Legal teams negotiated merger agreement drafts. October 10: Cadence Board reviewed updated financial conditions and supported continued discussions. October 2021: Cadence Executive Committee and Board reviewed reverse due diligence, financial analysis, deal structure, compensation matters, and regulatory timeline. October 22: Huntington Boards reviewed final diligence, integration planning, regulatory process, and financial impact. October 26: Huntington Board reviewed final terms, received Evercore fairness opinion, and unanimously approved the merger agreement. Evening of October 26, 2025: Huntington and Cadence executed the merger agreement. Morning of October 27, 2025: Joint press release announced the transaction;

>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;

CDTX

MRK

Cidara Therapeutics, Inc.

Merck

14-November-25

08-January-26

Tender Offer

Friendly

Biotech

221.50000

0.00000

219.97000

9200.00000

1.08982

1.63000

-113.88000

0.01

0.00000

221.50000

219.87000

1.62000

0.07510

37

Evercore / GS

BofA

Cooley

Gibson

Definitive agreement; Cidara Therapeutics, Inc. is a biotechnology company developing drug-Fc conjugate (DFC) therapeutics; CD388 is an investigational long-acting, strain-agnostic antiviral agent currently in Phase 3, designed to prevent influenza infection in individuals at higher risk of influenza complications; Acquisition aligns with Mercks science-led business development strategy, diversifying and expanding the companys pipeline; The transaction has been approved by both Mercks and Cidaras Boards of Directors. Under the terms of the merger agreement, Merck, through a subsidiary, will acquire all of the outstanding shares of Cidara. The acquisition is subject to a majority of Cidaras stockholders tendering their shares in a tender offer that will be initiated by a subsidiary of Merck. The closing of the proposed transaction will be subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The transaction is expected to close in the first quarter of 2026 and is expected to be accounted for as an asset acquisition; There is no antitrust overlap: MRK is not in vaccines. CDTXs lead DFC candidate, CD388, is a long-acting antiviral designed to prevent seasonal and pandemic influenza;

>50% tender; HSR expiry;

CIO

City Office REIT, Inc.

MCME Carell Holdings, LP (Elliott / Morning Calm Management)

24-July-25

31-December-25

Merger

Friendly

Real Estate

7.00000

0.00000

6.82000

1100.00000

0.25899

0.19000

-1.25000

0.01

0.13

0.00000

7.00000

6.81000

0.18000

0.38868

29

RJ / Jones LaSalle

Eastdil

DLA / Hogan

Gibson

Definitive agreement; City Office REIT is an internally-managed real estate company focused on acquiring, owning and operating office properties located predominantly in Sun Belt markets. City Office currently owns or has a controlling interest in 5.4 million square feet of office properties. The Company has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes; MCME Carell is an affiliate of Elliott Investment Management L.P. and Morning Calm Management, LLC. Elliott Investment Management L.P. (together with its affiliates, "Elliott") is a multi-strategy investment manager and one of the oldest funds of its kind under continuous management. As of December 31, 2024, Elliott manages approximately $72.7 billion in assets. Morning Calm Management, LLC is an investment and management firm with a focus on special situation investing and commercial real estate credit. The firm owns approximately 10 million square feet of commercial real estate on behalf of institutional and private capital and manages a series of investment strategies across the real estate capital structure; Upon the closing of the Transaction, holders of the Companys 6.625% Series A Cumulative Preferred Stock will receive cash equal to $25.00 per share, plus all accrued and unpaid distributions; The Transaction is valued at approximately $1.1 billion, including the assumption or repayment of indebtedness, the redemption of the Companys issued and outstanding preferred stock, and the sale of the Companys Phoenix portfolio; Conclusion of extensive process to explore potential strategic alternatives; The Transaction is expected to close in the fourth quarter of 2025 and is subject to the satisfaction of a number of customary closing conditions more thoroughly described in the Merger Agreement, including the approval of City Office shareholders. The Transaction has been unanimously approved by City Offices Board of Directors. The Transaction is not conditioned upon the receipt of financing by the Buyer; City Office will pay its previously announced second quarter dividend on July 24, 2025, but the City Office Board of Directors has resolved to suspend future quarterly common stock dividend payments through the expected close of the Transaction; Valuation: 6.2x FFO (2026E), 12.8x AFFO (2026E), 11.7x EBITDA (2026E), 2.65% cap rate; Outside date Jan 20 2026; The Company also announced today that on June 18, 2025, CIO 5090, Limited Partnership; CIO Block 23, LLC; CIO Papago Tech Holdings, LLC; CIO San Tan I, Limited Partnership; CIO San Tan II, Limited Partnership; CIO Pima, Limited Partnership; CIO Quad, Limited Partnership; and CIO Camelback, Limited Partnership (collectively, the Seller), each an indirect subsidiary of the Company, entered into an Agreement of Purchase and Sale and Joint Escrow Instructions (as amended, the Phoenix Sale Agreement) with a buyer (the Buyer), pursuant to which the Seller agreed to sell, and the Buyer agreed to purchase, certain land and improvements located at 5090 North 40th Street, Phoenix, Arizona 85018; 101 East Washington Street, Phoenix, Arizona, 85004 (the Block 23 Asset); 1600 and 1700 North Desert Drive, Tempe, Arizona 85034; 3100 and 3200 West Ray Road, Chandler, Arizona 85226; 9000 and 9200 East Pima Center Parkway, Scottsdale, Arizona 85258 (the Pima Center Asset); 62006390 East Thomas Road, Scottsdale, Arizona 85251; and 6991 East Camelback Road, Scottsdale, Arizona 85251 (collectively, the Phoenix Assets), for an aggregate purchase price of $296 million, subject to customary closing prorations and credits (the Phoenix Portfolio Sale Transaction). On July 23, 2025, the Buyer and the Seller entered into the First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (the First Amendment) and, in connection therewith, the Buyer and the Seller waived their unilateral termination rights pursuant to the Phoenix Sale Agreement, thus making the Phoenix Sale Agreement a binding contractual obligation on the Buyer and the Seller; The Phoenix Sale Agreement contains customary representations, warranties, and covenants by the Seller and the Buyer and customary closing conditions in favor of the Seller and the Buyer. The Buyer has made an aggregate earnest money deposit of $20,000,000.00 under the Phoenix Sale Agreement, which is non-refundable except in the event of a default by the Seller, the failure of a closing condition in favor of the Buyer, or a material casualty or condemnation of a property; The Phoenix Portfolio Sale Transaction is scheduled to close on August 14, 2025; Aug 15 2025 announced first closing of Phoenix portfolio sale; Background: Strategic Review and Initial Outreach (2023Early 2024): In April 2023, JLL Securities and Raymond James were hired as financial advisors to evaluate alternatives: mergers, joint ventures, asset sales, take-private transactions, or remaining public. Discussions with multiple investors began, but most did not progress. Bidder A emerged as a serious party in early 2024, showing interest but raising concerns due to unclear financing. Bidder As Proposals and Terminations (FebJuly 2024): FebJun 2024: Bidder A submitted multiple letters of intent with fluctuating price ranges ($6$9 per share) and uncertain financing. The Board repeatedly engaged and then terminated talks due to lack of credibility. July 2024: Bidder A returned with higher offers ($8.25$9.00), but doubts persisted about financing. Meanwhile, Morning Calm, backed by Elliott, entered the process and showed strong interest. Broad Market Outreach (SummerFall 2024): Between JulySept 2024, the Company engaged with 11 potential investors. Offers received included: Asset sales (Bidders BD). Whole-company bids: Morning Calm ($7/share) and Bidder A ($8.25/share). After assessing all offers, the Board entered exclusivity with Bidder A at $8.50/share in Oct 2024. By Dec 2024, Bidder A failed to secure firm financing, and discussions were termin

>50% vote target; Sale of the Companys Phoenix portfolio;

CIVI

SM

Civitas Resources, Inc.

SM Energy Company

03-November-25

03-March-26

Merger

Friendly

Real Estate

0.00000

1.45000

30.54000

8827.71777

0.05066

-0.90400

-2.33198

0.09000

0.01

0.00

0.00000

29.61600

30.52000

-0.69305

-0.08801

91

JPMorgan

Evercore

Kirkland

Gibson

Definitive merger agreement; Civitas Resources, Inc. is an independent exploration and production company focused on the acquisition, development, and production of crude oil and liquids-rich natural gas from its premier assets in the Permian Basin in Texas and New Mexico and the DJ Basin in Colorado; The combined company will have a premier portfolio of approximately 823,000 net acres, with the Permian position being the cornerstone. Pro forma full-year 2025 consensus free cash flow generation of more than $1.4 billion enables sustained capital returns, and increased market capitalization enhances trading liquidity with broader investment appeal; Premier portfolio across the highest-return U.S. shale basins drives significant free cash flow and enhanced stockholder value; Pro forma second quarter of 2025 production totaled 526 MBoe/d; Proven management and a world-class technical team positioned to deliver identified and achievable annual synergies of approximately $200 million with upside potential; Free cash flow to be prioritized for debt reduction and sustainable quarterly fixed dividend of $0.20 per share; The combination is expected to be immediately accretive to key per share financial metrics, including operating cash flow, debt-adjusted cash flow, free cash flow, and net asset value; Upon completion of the Transaction, SM Energy stockholders will own approximately 48% of the combined company and Civitas stockholders will own approximately 52% on a fully diluted basis; The combination has been unanimously approved by the boards of directors of both companies. The Transaction is expected to close in the first quarter of 2026. The Transaction is subject to customary closing conditions, including approvals by SM Energy and Civitas stockholders and regulatory clearances; Valuation: 6.9x EPS (2026E), 3.04x EBITDA (2026E), 2.02x sales (2026E); Outside date August 3, 2026 (subject to a limited extension to November 2, 2026 for the sole purpose of obtaining antitrust clearances); Following the execution and delivery of the Merger Agreement, Kimmeridge Chelsea, LLC (Kimmeridge) entered into a Voting Agreement (the Voting Agreement) with Civitas. The Voting Agreement provides, among other things, the obligation of Kimmeridge to approve the transactions contemplated by the Merger Agreement, including the Mergers, subject to the terms and conditions set forth in the Voting Agreement; Signed CA October 1, 2025;

>50% vote target; >50% vote acquiror; HSR expiry;

CLCO

Cool Company Ltd.

EPS Ventures Ltd

29-September-25

31-December-25

Merger

Friendly

Infrastructure

9.65000

0.00000

9.75000

1794.57092

0.24196

-0.02000

-1.90000

0.59300

0.00

0.00

0.00000

9.65000

9.67000

-0.03000

-0.03835

29

Evercore

Credit Agricole

Latham

Skadden

Merger agreement; CoolCo is an LNG Carrier pure play with a fleet of 13 vessels and a well-balanced portfolio of short- and long-term charters with the worlds leading oil & gas, trading, and utility companies. In addition to organic growth from two newbuilds delivered in Q4 2024 and Q1 2025, CoolCos strategy includes ongoing assessment of growth opportunities through vessel acquisitions and potential consolidation in the fragmented LNG market; The transaction will be implemented through a merger of a wholly-owned subsidiary of EPS with and into CoolCo.; The Board of Directors of CoolCo (the Board) established an independent Special Committee, comprised solely of independent and disinterested directors, with its own independent legal and financial advisors, to review and negotiate the terms of the proposed merger. The Special Committee has completed its review and unanimously determined that the transaction, including the merger, is fair to, and in the best interests of, the Company and its shareholders and has recommended that the Board approve the transaction and recommend approval of the merger to the shareholders; The merger is expected to close during the fourth quarter of 2025 or the first quarter of 2026, subject to approval of the transaction by holders of a majority of the common shares of CoolCo and the satisfaction of certain other customary closing conditions; EPS owns 59.3% of the common shares outstanding and intends to enter into a support agreement with the Company committing to vote its common shares in favor of the merger; Valuation: 13.2x EPS (2026E), 8.85x EBITDA (2026E), 5.74x sales (2026E); Outside date March 1, 2026;

>50% vote target; HSR expiry;

CMA

FITB

Comerica Incorporated

Fifth Third Bancorp

06-October-25

31-March-26

Merger

Friendly

Financial

0.00000

1.86630

83.36000

10900.00000

0.17480

1.38233

-11.20300

0.05

0.11

0.00000

84.58233

83.20000

2.19973

0.08333

119

JPMorgan / Keefe

GS

Wachtell

Sullivan

Definitive merger agreement; Comerica Incorporated is a financial services company headquartered in Dallas, Texas, and strategically aligned by three business segments: The Commercial Bank, The Retail Bank and Wealth Management. Comerica, one of the 25 largest commercial U.S. financial holding companies, focuses on building relationships and helping people and businesses be successful. Comerica provides banking centers across the country with locations in Arizona, California, Florida, Michigan and Texa; At close, Fifth Third shareholders will own approximately 73% and Comerica shareholders will own approximately 27% of the combined company; This transaction brings together two long-tenured banking franchises to create the 9th largest U.S. bank with approximately $288 billion in assets. The combination is expected to be immediately accretive to shareholders, deliver peer-leading efficiency, return on assets and return on tangible common equity ratios, and create a compelling platform to generate sustainable long-term growth; The transaction is anticipated to close at the end of the first quarter of 2026. The transaction is subject to shareholder approvals for both Fifth Third and Comerica, customary regulatory approvals and closing conditions; Valuation: 15.4x EPS (2026E), 1.73x TBV; Synergies of $850 million; Signed CA September 24, 2025; Outside date October 5, 2026;

>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;

CSGS

6701

CSG Systems International, Inc.

NEC Corporation

29-October-25

30-June-26

Merger

Friendly

Tech

80.70000

0.00000

76.85000

2900.00000

0.17382

4.92000

-7.18104

0.03

0.41

0.00000

81.72000

76.80000

4.91000

0.11373

210

Jefferies

GS

Simpson

Freshfields

Definitive agreement; CSG empowers companies to build unforgettable experiences, making it easier for people and businesses to connect with, use and pay for the services they value most. Our customer experience, billing and payments solution help companies of any size make money and make a difference. With our SaaS solutions, company leaders can take control of their future and tap into guidance along the way from our fiercely committed and forward-thinking CSGers around the world; The transaction strengthens NECs position as a leader in next-generation digital solutions and accelerates AI and cloud-driven innovation for customers across industries. It will bring together complementary software and services across digital transformation, expanding NECs software-as-a-service (SaaS) portfolio, customer footprint, and global reach; The agreement has been unanimously approved by both companies Boards. The transaction is expected to close within the 2026 calendar year, subject to the satisfaction of customary closing conditions, including approval by CSG shareholders and receipt of required regulatory approvals; Valuation: 15.8x EPS (2026E), 10.6x EBITDA (2026E), 2.26x sales (2026E); Outside date Oct 29 2026; Background: January 2025: A news report stated NEC was considering an offer for CSG, though NEC had not yet contacted CSG. May 1422, 2025: NECs senior management met CSGs CEO and then delivered a non-binding $74/share all-cash offer. The board engaged Jefferies as financial advisor and continued to consult Simpson Thacher as legal counsel. JuneJuly 2025: Jefferies analyzed the proposal; the board concluded the $74 offer undervalued CSG relative to its standalone prospects. CSG asked NEC to improve price and agree to strong regulatory-effort protections. Legal teams (Simpson Thacher for CSG, Freshfields for NEC) negotiated a term sheet and regulatory framework, including a regulatory termination fee. A mutual confidentiality agreement was signed, and NEC received limited non-public information for diligence. Late JulyAugust 2025: At an in-person meeting, CSG presented base-case and upside projections and potential synergies. NEC signaled a higher range ($77$81/share); the CSG board countered at $82/share and pushed for tougher regulatory terms (including a ~5.25% regulatory fee). On August 21, NEC responded with a revised range of $80$81/share and updated regulatory terms, and CSG allowed deeper diligence to continue under an amended NDA and clean team agreement while a virtual data room was opened. SeptemberOctober 2025: Intensive due diligence and drafting of the merger agreement continued. On October 21, the board reviewed progress and authorized further commercial diligence by NEC. Final pricing and approval: October 26: NEC proposed $80/share, which the board rejected as insufficient. October 28 (morning): NEC made a best and final offer of $80.70/share in cash. October 28 (evening): Jefferies presented its financial analysis and delivered a fairness opinion that $80.70/share was fair from a financial point of view to CSG stockholders (other than NEC and its affiliates). The CSG board unanimously approved the merger agreement, determined the transaction was fair and in the best interests of stockholders, and recommended that stockholders adopt it. Shortly after, in the early morning of October 29, 2025, CSG, NECs acquisition entities (Parent and Merger Sub) signed the merger agreement and issued a joint press release announcing the transaction;

>50% vote target; HSR expiry; CFIUS; Money Transmitter Laws;

CTLP

Cantaloupe, Inc.

365 Retail Markets, LLC (Providence Equity Partners)

16-June-25

15-February-26

Merger

Friendly

Tech

11.20000

0.00000

10.58000

874.48297

0.33811

0.63000

-2.20000

0.17800

0.04

0.22

0.00000

11.20000

10.57000

0.62000

0.31970

75

JPMorgan

William

King

Weil

Definitive agreement; Cantaloupe, Inc. is a global technology leader offering end-to-end technology solutions for self-service commerce; 365 Retail Markets, LLC ("365") is a leading innovator in unattended retail technologies. 365 is a portfolio company of Providence Equity Partners L.L.C. (Providence), a specialist private equity firm focused on growth-oriented investments in media, communications, education, and technology companies across North America and Europe; Cantaloupes and 365s complementary strengths will enable the combined company to offer a seamless unattended retail platform for customers around the globe, from hardware to software, and payment processing technology to data analytics. Cantaloupes offerings in delivering frictionless payments and software services combined with 365s innovation and focus in self-checkout technology primarily for foodservice operator (FSO) centric, enterprise-focused customers are expected to help expand the combined companys customer base, product suite, and vertical reach. Together, they will have a diversified portfolio and be better positioned to serve both FSO and non-FSO customers across convenience services, retail, hospitality, and sports and entertainment, with a growing footprint in North America, Latin America, and Europe. The combined company will have a strong financial foundation and the transaction is expected to unlock meaningful synergies to fuel further investment in the business and customer benefits. These synergies include customer cost savings, cross-sell opportunities, and growth through new product rollouts, increased software adoption, and payments expansion; Under the terms of the agreement, Cantaloupe shareholders will receive $11.20 per share in cash. The per share purchase price represents a 34% premium to Cantaloupes unaffected closing stock price on May 30, 2025 (the last trading day prior to published market speculation regarding a potential transaction involving Cantaloupe); The transaction, which was approved unanimously by the Cantaloupe Board of Directors, is expected to close in the second half of 2025, subject to customary closing conditions, including approval by Cantaloupe shareholders and the receipt of required regulatory approvals; The transaction is not subject to a financing condition and 365 has received fully committed financing for the transaction; Certain shareholders and members of the Cantaloupe Board of Directors have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of Cantaloupe stock in favor of the transaction, subject to certain conditions. These shareholders currently represent approximately 14% of the voting power of Cantaloupes stock; Valuation: 23.8x EPS (2026E), 14.4x EBITDA (2026E), 2.51x sales (2026E); Outside date June 15, 2026 (subject to extension until September 15, 2026); As an inducement to Parent to enter into the Merger Agreement, Hudson Executive Capital LP and members of the Board of Directors of the Company who collectively own approximately 14% of the Companys Common Stock (collectively, the Supporting Shareholders), entered into voting and support agreements with Parent; With 365+Avanti already above 50% of U.S. selfcheckout/vending tech, adding Cantaloupe further boosts combined share in payment and telemetryapproaching potential 7080% in key U.S. segments; Background: December 2024 January 2025: Initial contact from Party D; no terms discussed until January 21, when Party D offered $10.00 per share. February 2025: Additional offers emerged: Party A: Verbal indication of $10.00-$10.50 per share. Party G: Offered $11.50 per share. Public report (Reuters, Feb 25) leaked that Cantaloupe was exploring strategic alternatives. Following the Reuters article, 12 more potential acquirors expressed interest. J.P. Morgan contacted a total of 36 parties (27 financial, 9 strategic). Multiple confidentiality agreements signed; numerous preliminary offers were received between March and April 2025 ranging between $9.00 and $11.00 per share from various parties (Parties B, C, E, F, H, 365). By April 2025, the Board, via a Transaction Committee, focused diligence access on four bidders deemed most credible: 365, Party C, Party D, and Party H. Party H withdrew in May 2025. Parties submitted revised proposals ranging between $9.20 and $11.20 per share. By June 10, 2025, final proposals were received: 365: $10.75/share (later increased to $11.20/share on June 12). Party D: $10.00/share (later increased to $10.50/share on June 11). Party B & I: $10.50/share, but financing and terms less certain. Party C: $10.00/share, mixed cash/stock offer, contingencies remained. The Board determined 365s offer provided the best certainty and value for shareholders, representing a 33.8% premium to the unaffected stock price. The Board unanimously approved the merger agreement on June 15, 2025. June 16, 2025: Cantaloupe and 365 publicly announced the merger at $11.20 per share in cash;

>50% vote target; HSR expiry (filed July 15 2025, pulled and refiled Aug 18 2025, received second request from FTC Sept 17 2025)

CVAC

BNTX

CureVac N.V.

BioNTech SE

12-June-25

03-December-25

Exchange Offer

Friendly

Biotech

0.00000

0.05696

5.13000

812.41998

0.34152

0.34000

-1.05000

0.50080

0.05

0.24

0.00000

5.46000

5.12000

0.33516

100000.00000

1

GS

PJT

Skadden / NautaDutilh

Covington / Hengeler / Loyens

Definitive Purchase Agreement; CureVac is a clinical-stage biotech company developing a novel class of transformative medicines in oncology and infectious diseases based on messenger ribonucleic acid (mRNA); Acquisition will strengthen the research, development, manufacturing and commercialization of mRNA-based cancer immunotherapy candidates, marking BioNTechs next key milestone in the execution of its oncology strategy; Acquisition of CureVac will complement BioNTechs capabilities and proprietary technologies in mRNA design, delivery formulations, and mRNA manufacturing; Public exchange offer for all shares of CureVac where each share of CureVac will be exchanged for approx. $5.46 in BioNTech American Depositary Shares (ADSs), representing a premium of 55% to CureVacs three-month volume weighted average price of approx. $3.53 as of June 11, 2025; All-stock acquisition has potential to create long-term value for both companies shareholders given their complementary capabilities, focus on mRNA innovation, and shared vision; Transaction is supported by CureVacs major shareholder dievini Hopp BioTech holding GmbH & Co. KG and certain of its affiliates and expected to close in 2025; Under the terms of the Purchase Agreement, each CureVac share will be exchanged for approx. $5.46 in BioNTech ADSs, resulting in an implied aggregate equity value for CureVac of approx. $1.25 billion (subject to the adjustments described below). The consideration is subject to a collar mechanism, such that if the 10-day volume weighted average price of the BioNTech ADSs ending on the fifth business day prior to the closing of the offer (VWAP) exceeds $126.55, the exchange ratio would be 0.04318, and if the VWAP is lower than $84.37, the exchange ratio would be 0.06476; Upon closing of the transaction, CureVac shareholders are expected to own between 4% and 6% of BioNTech; The transaction was unanimously approved by both BioNTechs and CureVacs management and supervisory boards. The transaction, which is expected to close in 2025, is subject to the satisfaction of customary closing conditions, including a minimum acceptance threshold of at least 80% of CureVacs shares (which threshold may be reduced to 75% unilaterally by BioNTech under certain circumstances) and required regulatory approvals; Certain shareholders of CureVac representing 36.76% of CureVacs shares, including dievini Hopp BioTech holding GmbH & Co. KG and certain of its affiliates and all members of CureVacs management and supervisory boards, have entered into tender and support agreements, pursuant to which they have agreed, among other things, and subject to the terms and conditions of such agreements, to tender their shares in the exchange offer and to vote in favor of the resolutions relating to the transaction at the CureVac extraordinary general meeting to be held in connection with the transaction. In addition, the German Federal government has confirmed to generally have a positive view on the transaction. BioNTech therefore assumes that Kreditanstalt fur Wiederaufbau which holds 13.32% of the shares in CureVac on behalf of the Federal Republic of Germany will support the transaction by tendering its shares in CureVac. As a result, BioNTech expects to have contractual commitments to support the transaction from shareholders of CureVac representing a total of 50.08% of CureVac shares towards the 80% minimum condition required under the exchange offer; Valuation: 8.5x sales (2026E); Outside date March 12, 2026; Background: Feb 1114, 2025: BioNTechs James Ryan and CureVacs Ramanayake & Rau held video meetings to explore resolving litigation and considering broader collaboration or a strategic deal. Feb 26, 2025: CEOs Ugur Sahin (BioNTech) and Alexander Zehnder (CureVac) met in Mainz, Germany, supporting the idea of a strategic transaction. Mar 36, 2025: Further meetings in Norfolk, VA continued discussions on litigation. Mar 13, 2025: Supervisory board members joined meetings in Frankfurt to discuss potential deal structures. Mar 21, 2025: BioNTech submitted a preliminary non-binding stock-for-stock offer at a ratio of 0.02860.0263 BioNTech ADSs per CureVac share. Apr 7, 2025: BioNTech raised its proposal to 0.0476 ADSs per CureVac share, representing a 5483% premium. Apr 11, 2025: Companies signed a confidentiality agreement. Apr 1530, 2025: CureVac opened a data room, management presentations were held, and scientific, financial, and IP diligence took place. BioNTech toured CureVacs facility in Tubingen. Apr 30, 2025: A heightened confidentiality protocol was established. May 1, 2025: CureVac delivered a draft purchase agreement. May 4, 2025: A special confidentiality agreement was signed. May 8Jun 11, 2025: Extensive diligence and negotiations covered financial terms, exchange ratio collars, equity awards, employee transaction bonuses, regulatory approvals, and termination rights. Multiple drafts of agreements were exchanged. Jun 11, 2025: Both BioNTech and CureVac boards approved the Purchase Agreement. Jun 12, 2025: The companies executed the Purchase Agreement and jointly announced it before U.S. markets opened;

>80% tender; HSR expiry; German FCO (attained Oct 14 2025);

CYBR

PANW

CyberArk

Palo Alto Networks

30-July-25

27-February-26

Merger

Friendly

Tech

45.00000

2.20050

468.81000

24223.88477

0.29274

4.66720

-102.39223

0.03

0.04

0.00000

472.77719

468.10999

7.78124

0.07094

88

Qatalyst

JPMorgan

Latham

Wachtell / Arnold

Definitive agreement; CyberArk (NASDAQ: CYBR) is the global leader in Identity Security, trusted by organizations around the world to secure human and machine identities in the modern enterprise. CyberArks AI-powered Identity Security Platform applies intelligent privilege controls to every identity with continuous threat prevention, detection and response across the identity lifecycl; Will accelerate Palo Alto Networks platform strategy by establishing Identity Security as a new core platform; CyberArk extends Identity Security to all users by advancing the vision that every identity, human, machine and AI requires deep security for access across the modern enterprise; Will deliver Identity Security for agentic AI to secure the new wave of autonomous AI agents by providing foundational controls for this emerging class of privileged identities; Will provide customers with the optimal combination of best of breed technology and integrated platforms to deliver near real-time security outcomes; This strategic combination will mark Palo Alto Networks formal entry into Identity Security, establishing it as a core pillar of the companys multi-platform strategy. Combining CyberArks long-standing leadership in Identity Security and Privileged Access Management (PAM) with Palo Alto Networks comprehensive AI-powered security platforms will extend privileged identity protection to all identity types including human, machine, and the new wave of autonomous AI agents. CyberArk is already establishing itself as an Identity Security platform, and Palo Alto Networks will help accelerate this journey towards platformization to drive better combined security outcomes for customers; The transaction is expected to be immediately accretive to Palo Alto Networks revenue growth and gross margin. Palo Alto Networks also expects the transaction to be accretive to free cash flow per share in fiscal year 2028 following the first full year of realization of synergies; The transaction has been unanimously approved by the Boards of Directors of both Palo Alto Networks and CyberArk, and is expected to close during the second half of Palo Alto Networks fiscal 2026, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearances and approval by CyberArk shareholders; Horizontal competition between parties: Limited. The two companies are not direct competitors across most segments. CyberArk has dominant PAM presence, PANW is dominant in network and cloud security; Vertical: More relevant. PANW may leverage CyberArk to bundle identity tools into broader security platforms, potentially foreclosing rivals like Okta or BeyondTrust from Prisma integrations; Market Concentration (HHI Impact) - Privileged Access Management (PAM): CyberArk holds 2530% global share ([Gartner, 2024 Magic Quadrant]), but PANWs share here is negligible. Identity Security & Governance: No single player exceeds 15% (Okta, Microsoft, CyberArk, SailPoint, ForgeRock all have slices). Post-merger HHI: Likely below critical 2,500 threshold in each identity segment. Little direct impact on industry concentration; Valuation: 102.0x EPS (2026E), 67.0x EBITDA (2026E), 15.3x sales (2026E); The cash portion of the Merger Consideration is expected to be financed with cash on hand; Outside date July 30, 2026, subject to an extension to October 30, 2026 in order to obtain required regulatory approvals; Signed CA June 25, 2025; Background: Initial Contacts (2023Early 2025): May 2023: PANW CEO Nikesh Arora informally asked CyberArk Executive Chairman Udi Mokady about a potential strategic deal. CyberArk declined, preferring a standalone strategy. AprilMay 2025: The companies met at the RSA Conference to discuss a potential commercial partnership and product integrationsno acquisition talks occurred. Renewed Acquisition Interest (June 2025): June 4, 2025: Arora re-approached Mokady, expressing interest in a strategic transaction rather than a partnership. June 17, 2025: Senior leaders met to discuss CyberArks business and strategic rationale for a deal, but not pricing. June 2025, 2025: The parties signed a mutual NDA with standstill provisions and began limited due diligence. Negotiation Timeline and Bids: July 1, 2025: PANW submitted a non-binding all-stock proposal at 2.318 PANW shares per CyberArk share (~$458 implied value, ~17% premium). July 35, 2025: CyberArks board, advised by Qatalyst Partners and counsel (Latham & Watkins, Meitar), reviewed the offer, considered other bidders, and formed a Transaction Committee. July 5, 2025: CyberArk countered at $525 per share ($190 cash + $335 stock) and requested a $2 billion reverse termination fee. July 7, 2025: PANW revised to $480 per share ($45 cash + $435 stock) and sought exclusivity, declining a reverse termination fee. July 9, 2025: CyberArk countered at $510 per share ($100 cash + $410 stock) and insisted on a $2 billion reverse termination fee. PANW replied verbally with $495 per share ($45 cash + $450 stock) and a $500 million reverse termination fee. July 10, 2025: PANW improved to $495 per share with a $1 billion reverse termination fee, CyberArk authorized negotiations on these terms. July 12, 2025: CyberArk agreed to exclusivity through August 6 in exchange for fiduciary-out protections. Due Diligence and Drafting: Midlate July 2025: The parties exchanged drafts of the merger agreement, addressing termination fees, fiduciary-out provisions, and regulatory obligations. Termination fee proposals moved between $500 million and $1 billion for various contingencies. Late-Stage Adjustments: July 27, 2025: PANW lowered its offer to $475.21 per share due to stock price changes. CyberArk rejected this. July 28, 2025: PANW returned with a best and final offer of $45 in cash plus 2.2005 PANW shares (~$495 implied value, ~29% premium). July 29, 2025: Final terms were settled after media leaks accelerated the timeline. Board Approval and Signing: July 30, 2025: CyberArks bo

>50% vote target; HSR expiry (filed Sept 4 2025, attained Sept 24 2025); EC;

DAY

Dayforce, Inc.

Thoma Bravo

21-August-25

15-January-26

Merger

Friendly

Tech

70.00000

0.00000

69.12000

12300.00000

0.32375

0.89000

-16.23000

0.03

0.05

0.00000

70.00000

69.11000

0.88000

0.11067

44

Evercore

GS / JPMorgan

Wachtell

Kirkland

Definitive agreement; Dayforce, Inc. is a global leader in human capital management (HCM) technology; The transaction includes a significant minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA); The transaction, which was approved by the Dayforce Board of Directors, is expected to close in early 2026, subject to customary closing conditions, including approval by Dayforce stockholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition; Financing for the transaction is being provided by Goldman Sachs & Co. LLC; Outside date May 21, 2026; Valuation: 26.8x EPS (2026E), 17.1x EBITDA (2026E), 5.67x sales (2026E); Background: The Companys board and management regularly reviewed strategic optionsincluding remaining independent, pursuing acquisitions, or considering a sale. CEO David Ossip routinely engaged with potential buyers. In August 2024, Ossip was approached by Orlando Bravo of private equity firm Thoma Bravo, leading to initial meetings and a confidentiality agreement. Thoma Bravo expressed preliminary interest at $65 per share, which the Company rejected. After a lull, Thoma Bravo re-engaged in February 2025. Through spring 2025, Thoma Bravo conducted due diligence and raised its soft indication to $68 per share, which the Company again declined as inadequate. Other potential buyers (Financial Sponsor A, Financial Sponsor B, and a Strategic Party A) expressed interest but offered lower prices or did not pursue talks. Internal reviews highlighted a limited pool of credible strategic or financial buyers due to the Companys size and industry dynamics. The board monitored operating performance, including an efficiency plan and mixed quarterly results. Despite strong bookings, slowing recurring revenue and macroeconomic risks pressured the stock, which traded in the mid-$50s to low-$60s. An investment banks industry update noted that the Companys valuation was already high relative to peers, with execution risk around its long-term goal of $1 billion free cash flow by 2031. On June 10, 2025, Thoma Bravo submitted a non-binding letter of intent at $70 per share, calling it its best price. The board pressed for a higher bid but Thoma Bravo repeatedly stated it was maxed out. After weighing the risks of remaining publicincluding execution, market, and competitive risksthe board authorized exclusive talks while reserving the right to seek a higher price. Through July and early August 2025, Thoma Bravo conducted extensive diligence under exclusivity, seeking financing consents and additional management access. The Company resisted requests for further extensions unless Thoma Bravo signaled a willingness to raise its offer. Thoma Bravo declined, reiterating that $70 was final. A leak of the talks on August 17 caused the stock to rise but no competing bids emerged. Despite a brief attempt by Thoma Bravo to cut the price to $67.50, the Company insisted on $70. Thoma Bravo ultimately reaffirmed the $70 offer, and after confirmatory diligence the parties reached final agreement. On August 20, 2025, the boardadvised by Evercore and Wachtell Liptonunanimously approved the merger agreement at $70 per share, concluding it offered superior value versus the risk-adjusted standalone plan. The transaction was publicly announced on August 21, 2025; Oct 8 2025 T Rowe Price (15.9% holder) to vote Against;

>50% vote target; HSR expiry (filed Sept 18 2025, attained Oct 20 2025); Competition Canada (filed Sept 18 2025, attained Oct 20 2025); Officer of the Comptroller of the Currency; CFIUS; Australia FIRB; Australia ACCC;

DENN

Dennys Corporation

TriArtisan Capital Advisors / Treville Capital Group / Yadav Ent

04-November-25

15-February-26

Merger

Friendly

Food

6.25000

0.00000

6.20000

620.00000

0.52068

0.06000

-2.08000

0.02

0.03

0.00000

6.25000

6.19000

0.05000

0.03993

75

Truist

Global Leisure

Morgan / Caiola

Ropes / Choate

Definitive agreement; Dennys Corporation is one of Americas largest full-service restaurant brands based on number of restaurants. As of June 25, 2025, the Company consisted of 1,558 restaurants, 1,474 of which were franchised and licensed restaurants and 84 of which were company operated; TriArtisan Capital Advisors LLC (TriArtisan), an established New York-based private equity investment firm and experienced investor in global restaurant and hospitality assets, Treville Capital Group (Treville), a leading investment firm focused on alternative assets, and Yadav Enterprises, Inc. ("Yadav Enterprises"), owner-operator of approximately 550 restaurants nationwide and one of the largest Dennys franchisees; Unanimously approved by the Dennys Board of Directors; After receiving indications of interest from TriArtisan, the Board conducted a thorough review of strategic alternatives to maximize value with the assistance of external advisors. As part of the review, the Company reached out to more than 40 potential buyers and ultimately received multiple offers. The Board evaluated any potential transaction against Dennys standalone plan and all external strategic alternatives. After careful consideration of all options and in consultation with external financial and legal advisors, the Board is confident the transaction maximizes value and has determined it is fair to and in the best interests of stockholders and represents the best path forward for the Company; The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions, including approval by the Companys stockholders and satisfaction of regulatory approvals; Concurrently with the execution of the Merger Agreement, Buyer has delivered to the Company an equity commitment letter (the Equity Commitment Letter) from TriArtisan Capital Advisors LLC (such entity, in such capacity, the Investor) which, subject to the conditions contained in such Equity Commitment Letter, the Investor will commit an amount of equity financing to Buyer equal to $220 million to enable Buyer to consummate the Merger (the Equity Commitment). Concurrently with the execution of the Merger Agreement, Buyer has delivered to the Company debt commitment letters and related fee letters referenced therein (all such letters collectively, the Debt Commitment Letter) from the Debt Financing Sources (as defined in the Merger Agreement), pursuant to which, on the terms and subject only to the conditions contained in such Debt Commitment Letter, the Debt Financing Sources have committed to provide an aggregate amount of secured debt financing to a wholly owned indirect subsidiary of Buyer, equal to $335 million, consisting of (i) a $300 million term loan facility and (ii) a $35 million revolving credit facility, a portion of which will be used to pay the Merger Consideration, related fees, costs and expenses and Payoff Indebtedness (as defined in the Merger Agreement); Outside date June 30, 2026; Signed CA April 21, 2025; Valuation: 15.8x EPS (2026E), 7.7x EBITDA (2026E), 1.29x sales (2026E); Background: Early Outreach and Initial Indications of Interest (AprilAugust 2024): April 2024: At a Dennys Franchise Association event, Anil Yadav (Yadav Enterprises) expresses interest in acquiring the Company. July 2024: Yadav Enterprises and TriArtisan Capital deliver an unsolicited non-binding IOI at $9.00/share (~$470M). August 2024: TriArtisan revises the offer down to $8.25/share. The Board engages Truist Securities for advice. Market Check & Broad Outreach (SeptDec 2024): The Board forms a Transaction Committee. Truist contacts 26 potential private equity buyers, 10 sign NDAs. Parties A and B submit preliminary bids: Party A: $8$9/share, Party B: $7$8/share (rejected). After diligence, Party A withdraws in December 2024. By year-end 2024, no actionable third-party bid emerges. Renewed TriArtisan Outreach & Expanded Process (AprilJune 2025): April 2025: TriArtisan submits a new IOI at $6.00/share (~$310M). 19 parties enter new NDAs with standstill provisions. June 2025: TriArtisan reiterates $6.00/share. Party C bids $4.65$5.45/share (rejected). Party D bids $5.50$6.00/share. Competitive Tension and Price Raising (JuneJuly 2025): June 30: TriArtisan raises its offer to $6.25/share. Party D refuses to move above $5.50/share. July 15: TriArtisan supplies equity support letters (Yadav + a second equity source). July 22: Board instructs advisors to pursue a deal at $6.25/share with TriArtisan. Intensive Negotiations, Exclusivity & Financing (AugSept 2025): August: TriArtisan requests exclusivity. Board grants exclusivity through Sept. 29. Early September: TriArtisan delivers financing progress, including private debt term sheets and real estate buyer LOIs. Final Board Approval & Signing (Nov 2025): November 3, 2025: Board reviews final deal terms, financing, and updated fairness analyses. Truist Securities delivers a fairness opinion supporting the transaction. Board unanimously approves the $6.25/share Merger Agreement. Press release announcing the merger is issued that evening;

>50% vote target; HSR expiry;

EA

Electronic Arts Inc.

PIF / Silver Lake / Affinity Partners

29-September-25

30-June-26

Merger

Friendly

Tech

210.00000

0.00000

203.24001

55000.00000

0.24762

7.17000

-34.58542

0.09900

0.02

0.17

0.00000

210.38000

203.21001

7.16000

0.06203

210

GS

JPMorgan

Wachtell

Kirkland / Gibson / Simpson / Sidley

Definitive agreement; Electronic Arts Inc. is a global leader in interactive entertainment; Under the terms of the agreement, the Consortium will acquire 100% of EA, with PIF rolling over its existing 9.9% stake in the Company; The transaction was approved by EAs Board of Directors, is expected to close in Q1 FY27 and is subject to customary closing conditions, including receipt of required regulatory approvals and approval by EA stockholders; The transaction will be funded by a combination of cash from each of PIF, Silver Lake, and Affinity Partners as well as roll-over of PIFs existing stake in EA, constituting an equity investment of approximately $36 billion, and $20 billion of debt financing fully and solely committed by JPMorgan Chase Bank, N.A., $18 billion of which is expected to be funded at close. Each of PIF, Silver Lake, and Affinity Partners plan to fund the equity component of the financing entirely from capital under their respective control; Outside date September 28, 2026 (shall automatically be extended to December 28, 2026); Valuation: 22.9x EPS (2027E), 18.8x EBITDA (2027E), 6.65x sales (2027E); Background: Mar 2: Silver Lake shares materials with CEO/Chair Andrew Wilson, notes Affinity involvement and potential PIF co-investment. AprJun: High-level info sharing, Board (Jun 4) authorizes continued dialogue and NDA process. Jun 30: Board reviews long- and short-range plans. Jul 25: Silver Lake, Affinity, PIF sign NDAs with standstills. Jul 89 & Jul 1516: Management meetings. Sep 12: Investors float $200/share cash (conditional on diligence/financing). Stock at $172.38 that day. Sep 15: Board reviews analyses, decides not to canvass others (price/certainty + leak/disruption risk, later window-shop would allow topping bids). Authorizes exploring $210$212/share. Sep 16: Company pushes $215, signals $200 insufficient. Sep 18: Company sends draft merger agreement with: 60-day window-shop, hell-or-high-water antitrust, reverse termination fee, and ability to continue $0.19 dividend. Sep 1822: Investors probe $205, then $208, send revised draft removing hell-or-high-water, reducing window-shop to 35 days, raising termination fees, eliminating reverse fee, and prohibiting dividend. Sep 22: Board counters best and final at $210 with dividend continuity, consents to Investors engaging J.P. Morgan for debt financing. Stock closed $173.42. Sep 24: Companys revised draft reinstates dividend, extends window-shop to 45 days, reduces termination fees, adds reverse fee. Sep 26: Investors agree to $210/share and dividend continuity, ongoing documentation/financing negotiations. Media leak (WSJ) reports advanced talks, prior close $168.32 (Sep 25). Sep 27: Draft reflects core economics: $210/share. Sep 28: Board meetingGoldman delivers fairness opinion (oral, then written) that $210 cash is fair to holders. Sep 28 (later): Parties execute merger agreement and related documents. Sep 29 (pre-open): Press release announces the transaction;

>50% vote target; HSR expiry (filed Nov 3 2025); CFIUS; Competition Canada (filed Nov 10 2025); EC; China SAMR (Dec 2 2025)

EB

Eventbrite, Inc

Bending Spoons S.p.A.

02-December-25

15-February-26

Merger

Friendly

Tech

4.50000

0.00000

4.44000

212.62950

0.81452

0.07000

-1.95000

0.07

0.03

0.00000

4.50000

4.43000

0.06000

0.06766

75

Allen

JPMorgan

Skadden

Simpson

Definitive agreement; Eventbrite, Inc. is the leading global marketplace for shared experiences; The acquisition is subject to customary closing conditions and approvals, including regulatory approvals and approval by Eventbrites stockholders; The proposed transaction, which was unanimously approved by Eventbrites Board of Directors, is expected to close in the first half of 2026, subject to customary closing conditions and approvals, including receipt of required regulatory approvals and approval by Eventbrites stockholders. Upon the consummation of the proposed transaction, Eventbrite will become a privately held company and its capital stock will no longer be listed on any public stock exchange; Valuation: 8.2x EBITDA (2026E), 0.70x sales (2026E); Outside date June 1, 2026 (subject to one three (3)-month extension); Signed CA September 24, 2025;

>50% vote target; HSR expiry;

EM

Smart Share Global Limited

Consortium

04-August-25

15-January-26

Merger

Friendly

Tech

1.25000

0.00000

1.37000

-72.91100

0.73611

-0.16000

-0.66880

0.64000

0.00

-0.05000

1.20000

1.36000

-0.17000

-0.66968

44

Kroll

Skadden / Maples

Davis / Weil / Harney / Haiwen

Definitive merger agreement; Smart Share Global Limited (Nasdaq: EM), or Energy Monster, is a consumer tech company with the mission to energize everyday life. The Company is a leading provider of mobile device charging service in China with an extensive network of partners powered by its own advanced service platform; Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each American Depository Share of the Company (each, an ADS), representing two (2) class A ordinary shares of the Company, par value US$0.0001 each (the Class A Shares, together with class B ordinary shares of the Company, par value US$0.0001 each, collectively, the Shares), issued and outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares (as defined in the Merger Agreement), together with the Shares represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive US$1.25 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders, and such consideration, the Per ADS Merger Consideration), and each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs, will be cancelled and cease to exist in exchange for the right to receive US$0.625 in cash per Share without interest (together with the Per ADS Merger Consideration, the Merger Consideration); The Consortium includes Trustar Mobile Charging Holdings Limited (together with its affiliated investment entities), Mr. Mars Guangyuan Cai, Chairman of the Board of Directors (the Board) and Chief Executive Officer of the Company, Mr. Peifeng Xu, Director and President of the Company, Mr. Victor Yaoyu Zhang, Chief Marketing Officer of the Company, and Ms. Maria Yi Xin, Director and Chief Financial Officer of the Company; The Consortium intends to fund the Merger through a combination of (i) cash contributions from certain members of the Consortium pursuant to their respective equity commitment letters, (ii) proceeds from certain committed term loan facility to be provided by Bank of China Limited, Shanghai Branch, and (iii) rollover equity contributions by the Rollover Shareholders (as defined in the Merger Agreement); The Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the Special Committee), approved the Merger Agreement and the Merger and resolved to recommend the Companys shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors; The Merger, which is currently expected to close during the fourth quarter of 2025, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of at least two-thirds of the votes cast by the shareholders present and voting in person or by proxy at an extraordinary general meeting of the Companys shareholders, (ii) that the aggregate amount of Dissenting Shares shall be less than 15% of the total outstanding Shares immediately prior to the Effective Time, and (iii) receipt of certain regulatory approvals; As of the date of this press release, members of the Consortium and the Rollover Shareholders beneficially own Shares representing approximately 64% of the voting rights;

66 2/3 vote target; <15% dissent;

EXAS

ABT

Exact Sciences

Abbott

20-November-25

15-May-26

Merger

Friendly

Healthcare

105.00000

0.00000

101.22000

23000.00000

0.47224

3.79000

-29.89000

0.03

0.11

0.00000

105.00000

101.21000

3.78000

0.08503

164

Centerview / XMS

MS

Skadden

Wachtell

Definitive agreement; A leading provider of cancer screening and diagnostics tests, Exact Sciences helps patients and healthcare providers make timely, informed decisions before, during and after a cancer diagnosis. The companys growing product line includes well-established brands such as Cologuard and Oncotype DX, along with innovative solutions like the Cancerguard test for multi-cancer early detection and the Oncodetect test for molecular residual disease and recurrence monitoring; Acquisition adds a new growth vertical to Abbotts already high single-digit growth profile, gaining leadership in the fast-growing $60 billion U.S. cancer screening and precision oncology diagnostics segments; Acquisition will uniquely position Abbott to transform cancer care, advancing earlier detection and optimizing treatment and monitoring to help millions more people live healthier lives; Exact Sciences product lines feature advanced cancer screening and diagnostic solutions, including the market-leading Cologuard and Oncotype DX tests, and cutting-edge liquid biopsy tests for multi-cancer early detection and molecular residual disease testing; Acquisition will be immediately accretive to Abbotts revenue growth and gross margin; The closing is expected in the second quarter of 2026 and is subject to Exact Sciences shareholder approval, as well as receipt of applicable regulatory approvals and other customary closing conditions. The transaction was unanimously approved by both companies boards of directors; Morgan Stanley is serving as the exclusive financial advisor for Abbott and has provided fully committed debt financing; Outside date November 19, 2026; Signed CA October 21, 2025; Signed clean team agreement November 7, 2025; Both operate in the broad category of diagnostic testing (specifically laboratory-based molecular testing, genetic testing, and screening), but ABT is not a competitor of EXAS;

>50% vote target; HSR expiry;

FFWM

FSUN

First Foundation Inc.

FirstSun Capital Bancorp

28-October-25

30-April-26

Merger

Friendly

Financial

0.00000

0.16083

5.51000

785.00000

0.16348

0.03577

-0.74207

0.05

0.00000

5.53577

5.50000

0.09900

0.04467

149

Keefe / Jefferies

Stephens

Alston

Nelson

Definitive merger agreement; First Foundation Inc. (First Foundation) (NYSE: FFWM), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and Irvine, California-based First Foundation Bank (First Foundation Bank); Transaction will create a premier $17 billion bank operating in the nations best growth markets; Combined entity will migrate to best-in-class performance metrics with a high quality business mix, including $6.8 billion in pro forma AUM and 20% fee income-to-revenue ratio; 30%+ accretion to FSUNs 2027 estimated EPS; Significant pro forma insider and affiliate ownership estimated at 48%; Unanimously approved by the respective board of directors of both FirstSun and First Foundation; FirstSun stockholders will own 59.5% and First Foundation stockholders will own 40.5% of the combined company following the merger; The parties expect the closing of the proposed transaction to occur early in the second quarter of 2026, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the stockholders of each company; Valuation: 0.8x BV, 0.73x TBV, 19.3x EPS (2026E);

>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;

FNBT

CBSH

FineMark Holdings, Inc.

Commerce Bancshares, Inc.

16-June-25

01-January-26

Merger

Friendly

Financial

0.00000

0.72450

37.70000

585.00000

0.54727

1.36441

-12.00707

0.04

0.10

0.00000

37.80441

36.44000

1.45037

0.60780

30

Piper

Keefe

Alston

Holland

Definitive merger agreement; FineMark is the parent company of FineMark National Bank & Trust, a nationally chartered commercial bank and trust company serving clients through 13 banking offices in Florida, Arizona and South Carolina. As of March 31, 2025, FineMark had assets of $4.0 billion, deposits of $3.1 billion and loans of $2.6 billion. FineMarks Trust and Investment business delivers a comprehensive suite of highly personalized services to approximately 2,000 clients with approximately $7.7 billion in assets under administration (AUA); Bolsters wealth management business in high-growth markets with addition of FineMarks assets under administration of $7.7 billion and bank assets of $4.0 billion; The definitive merger agreement has been approved by the board of directors of each company. The transaction remains subject to regulatory approval, approval of FineMark shareholders and other customary closing conditions. Pending these approvals, the transaction is anticipated to close on January 1, 2026; Valuation: 1.41x BV, 1.43x TBV; Outside date March 16, 2026 (can extend to June 16, 2026); Dec 3 2025 adjusted exchange ratio to 0.7245 from 0.69 to account for stock dividend;

>50% vote target; Fed; FDIC;

FRGE

SCHW

Forge Global Holdings, Inc.

The Charles Schwab Corporation

06-November-25

31-March-26

Merger

Friendly

Financial

45.00000

0.00000

44.39000

660.00000

0.72282

0.62000

-18.26000

0.23750

0.04

0.03

0.00000

45.00000

44.38000

0.61000

0.04276

119

Financial Technology Partners

JPMorgan

Morris / Sullivan

Wachtell

Definitive agreement; Forge operates the premier private market platform and a leading trading marketplace through which investors have bought and sold more than $17 billion in private company shares; Together, Schwab and Forge will unite private stock plan administration and liquidity access in a single, integrated ecosystem that benefits all participants. Through this acquisition, Schwab will build on Forges decade plus experience helping private companies deliver capital and liquidity solutions through a partnership model rooted in company approval and trusted collaboration; Under the terms of the agreement, Schwab will acquire all of Forges issued and outstanding common shares for $45 cash per Common Share. The transaction has been unanimously approved by the Boards of Directors of Schwab and Forge. The transaction is expected to close in the first half of 2026, subject to customary closing conditions, including approval by Forges stockholders and regulatory approvals; Forges two largest stockholders, Motive Capital and Deutsche Borse, have entered into agreements committing to support the transaction; Valuation: 5.15x sales (2026E); Outside date Nov 6 2026; Signed CA July 15, 2025;

>50% vote target; HSR expiry;

FSFG

FRME

First Savings Financial Group, Inc.

First Merchants Corporation

25-September-25

23-January-26

Merger

Friendly

Financial

0.00000

0.85000

31.74000

241.30000

0.21389

0.13200

-5.42755

0.04

0.02

0.00000

31.55200

31.42000

0.26045

0.05966

52

Piper

Stephens

Luse

Dentons

Definitive merger agreement; Headquartered in Jeffersonville, Indiana, First Savings operates 16 banking center locations in southern Indiana. First Savings has total assets of $2.4 billion, total loans of $1.9 billion, and total deposits of $1.7 billion earning a 1.02% return on average assets (annualized) and a 13.7% return on average equity (annualized) for the quarter ended June 30, 2025; First Merchants anticipates earnings per share accretion of approximately 11% in 2027 (the first full year of combined operations) and a tangible book value earnback period of 3.0 years; The transaction is expected to close in the first quarter of 2026, subject to First Savings shareholder approval, regulatory approvals, and other customary conditions. First Merchants shareholder approval is not required; Valuation: 9.6x EPS (2026E), 1.28x BV, 1.35x TBV; Outside date June 30, 2026;

>50% vote target; HSR expiry;

FYBR

VZ

Frontier Communications Parent, Inc.

Verizon Communications Inc.

05-September-24

15-March-26

Merger

Friendly

Telecom

38.50000

0.00000

37.99000

20000.00000

0.35088

0.52000

-9.48000

0.02

0.05

0.00000

38.50000

37.98000

0.51000

0.04840

103

PJT / Barclays

Centerview / MS

Cravath / Paul

Debevoise

Definitive agreement; Frontier is the largest pure-play fiber provider in the U.S.; Expands fiber network to accelerate offering of premium broadband and mobility services to more customers nationwide; Increases scale with 2.2 million fiber subscribers and will extend Verizons network reach to 25 million premises across 31 states and Washington, D.C.; Transaction valued at $20 billion, expected to be accretive to revenue and Adjusted EBITDA growth upon closing; Projected to generate at least $500 million in annual run-rate cost synergies; The combination will integrate Frontiers cutting-edge fiber network into Verizons leading portfolio of fiber and wireless assets, including its best-in-class Fios offering. Over approximately four years, Frontier has invested $4.1 billion upgrading and expanding its fiber network, and now derives more than 50% of its revenue from fiber products. Frontiers 2.2 million fiber subscribers across 25 states will join Verizons approximately 7.4 million Fios connections1 in 9 states and Washington, D.C. In addition to Frontiers 7.2 million fiber locations, the company is committed to its plan to build out an additional 2.8 million fiber locations by the end of 2026; Frontiers consumer fiber network, one of the largest and fastest-growing nationally, can be immediately and seamlessly integrated upon closing directly into Verizons award-winning Fios network, meeting existing Fios standards. Today, Verizon and Frontier have approximately 10 million fiber customers across 31 states and Washington D.C. with fiber networks passing over 25 million premises, and both companies expect to increase their fiber penetration between now and closing; The transaction is expected to be accretive to Verizons revenue and Adjusted EBITDA growth rates upon closing; The transaction has been unanimously approved by the Verizon and Frontier Boards of Directors. The transaction is expected to close in approximately 18 months, subject to approval by Frontier shareholders, receipt of certain regulatory approvals and other customary closing conditions; Outside date March 4, 2026 (subject to two automatic three-month extensions if certain closing conditions have not been satisfied; Valuation: 8.5x EBITDA (2025E), 7.0x Adj EBITDA after synergies (2025E), 3.36x sales (2025E); Nov 7 2024 ISS and Glass Lewis recommend Abstain;

>50% vote target; HSR expiry (cleared Feb 20 2025); FCC; California PUC Approval; Public utility commissions in the states of Arizona, California, Connecticut, Illinois, Nebraska, Nevada, New York, Minnesota, Mississippi, Pennsylvania, South Carolina, Texas, Utah and West Virgina;

GDEN

VICI

Golden Entertainment, Inc.

Blake Sartini / VICI Properties Inc.

06-November-25

30-June-26

Merger

Friendly

Gaming

2.75000

0.90200

28.24000

1249.32251

0.41309

-0.47032

-8.57078

0.25000

0.00

0.00000

27.70968

28.18000

-0.03502

-0.00216

210

Macquarie

Santander

Latham

Greenberg

Definitive agreement; Golden Entertainment operates a diversified entertainment platform of gaming and hospitality assets. The Company operates eight casinos and 72 gaming taverns in Nevada, featuring approximately 5,600 slots, 80 table games and 6,000 hotel rooms; Golden stockholders will receive total consideration of a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of seven casino real estate assets and a cash distribution with proceeds from Blake Sartini of $2.75 for each share of Golden stock held at the closing of the transaction; The Company will continue to pay shareholders regular quarterly cash dividends of $0.25 per share through the close of the transaction; An Independent Committee of the Board of Directors (the Independent Committee) was formed to evaluate the transaction. The Independent Committee provided unanimous approval of the transaction and recommended that the Companys stockholders approve the definitive agreement and the transactions contemplated thereby; The proposed transaction, which is expected to close in mid-2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden stockholders. Blake Sartini, Blake Sartini II and affiliated trusts, who own approximately 25% of the voting power of Goldens outstanding shares of common stock, have signed a voting and support agreement in favor of the transaction; Valuation: 41.2x EPS (2026E), 8.2x EBITDA (2026E), 1.89x sales (2026E); The agreement includes a go-shop period through December 5, 2025, during which time Golden and its advisors may solicit, consider and negotiate alternative acquisition proposals from third parties;

>50% vote target; HSR expiry; Gaming approvals;

GDOT

Green Dot Corporation

Smith Ventures / CommerceOne Financial Corporation

24-November-25

15-May-26

Merger

Friendly

Financial

8.11000

0.00000

13.29000

825.00000

0.20593

0.97000

-1.46000

0.40

6.12000

14.23000

13.26000

0.96000

0.16832

164

Citi

Stephens / Performance Trust

Wachtell

King / Sullivan

Merger agreement; Green Dot Corporation is a financial technology platform and registered bank holding company that builds banking and payment solutions to create value, retain and reward customers, and accelerate growth for businesses of all sizes; Smith Ventures will acquire and privatize Green Dots non-bank financial technology business assets and operations, which will continue running as an independent and growth-focused fintech and embedded finance company. Additionally, CommerceOne will acquire Green Dot Bank and its associated assets and operations, and together, they will become a new publicly traded bank holding company that serves as the fintechs exclusive issuing bank; Upon completion of the acquisition, each share of Green Dot will be exchanged for $8.11 in cash and 0.2215 shares of the new publicly traded bank holding company that will own CommerceOnes existing business, including CommerceOne Bank and Green Dot Bank. Former Green Dot shareholders will own approximately 72% of the new publicly traded bank holding company, and former CommerceOne shareholders will own approximately 28% of the company; Smith Ventures will acquire Green Dots non-bank financial technology business assets and operations from CommerceOne for $690 million in an all-cash transaction. Of that purchase price, $470 million will be distributed to Green Dot shareholders, while $155 million will be invested into the bank to provide additional regulatory capital and liquidity. Approximately $65 million will be used to pay off current indebtedness; The implied value to shareholders of Green Dot is estimated to be approximately $14.23 $19.18 per share (including $8.11 per share in cash) based on an assumed tangible book value multiple of approximately 1.00x-1.80x applied to the combined bank tangible book value at closing. The implied aggregate value is estimated to be $825 million $1.1 billion (including $470 million in cash); The transactions will occur concurrently and are subject to the receipt of required shareholder and regulatory approvals and other customary closing conditions. They are expected to close in the second quarter of 2026; These strategic transactions are the result of the strategic review announced in March 2025. The strategic review process evaluated a range of alternatives which included, but was not limited to, the potential sale of certain business lines/segments and Green Dot as a whole. Green Dot engaged with a broad group of interested parties, including both strategics and financial sponsors across financial technology, banking and consumer finance. Green Dot believes that the strategic transactions announced today represent an attractive opportunity to enhance value for Green Dot shareholders; Smith Ventures has partnered with TPG Credit, who provided a debt financing commitment; Valuation: 9.8x EPS (2026E), 0.72x BV;

>50% vote target; HSR expiry;

GES

Guess?, Inc.

Authentic Brands Group LLC

20-August-25

15-December-25

Merger

Friendly

Media

16.75000

0.00000

17.07000

1400.00000

0.72680

-0.08400

-7.22912

0.28480

0.02

0.00

0.00000

16.97600

17.06000

-0.09400

-0.14370

13

Solomon

Sage / JPMorgana

Willkie / Young / OMelveny / Morris

Jones / Ropes / Latham

Definitive agreement; Guess? designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, eyewear, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. As of May 3, 2025, Guess? directly operated 1,074 retail stores in Europe, the Americas and Asia; Certain Guess? shareholders (collectively, the Rolling Stockholders), including Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini and certain of their respective trusts, foundations and affiliates, to enter into a strategic partnership with Authentic Brands Group LLC (Authentic), under which, in connection with the take-private transaction, Authentic will acquire 51% of substantially all Guess? intellectual property after which all of the outstanding common stock of Guess? not already beneficially owned by the Rolling Stockholders will be acquired in an all-cash transaction that values Guess? at approximately $1.4 billion, including debt. The Rolling Stockholders will own 49% of all Guess? intellectual property, and current Guess? management will continue to run the business and own 100% of the operating company.; With the assistance of financial and legal advisors, the Special Committee evaluated a number of potential options and unanimously determined that the transaction with Authentic and the Rolling Stockholders is the best path forward for Guess?, providing Guess? shareholders with immediate and certain cash value at a compelling premium; The transaction is expected to close in the fourth quarter of Guess?s 2026 fiscal year, subject to satisfaction or waiver of regulatory and other customary conditions, including approval by the holders of a majority of Guess?s outstanding common stock and a majority of the votes cast by the unaffiliated stockholders of Guess?; The Guess? Board of Directors, with Paul Marciano and Carlos Alberini recusing themselves, unanimously approved the proposed transaction upon the unanimous recommendation of the Special Committee of independent and disinterested directors that led the review and negotiation of this transaction; The transaction is not subject to a financing condition. The transaction will be financed through a combination of rollover equity by the Rolling Stockholders and cash commitments by Authentic. Under the terms of the Indenture, dated as of April 17, 2023, between Guess? and U.S. Bank Trust Company, National Association, as trustee, holders of Guess?s 3.75% convertible senior notes due 2028 (the Convertible Notes) will have certain rights to cause the repurchase, redemption or conversion of their Convertible Notes in connection with the transaction; Guess? expects to pay a quarterly cash dividend of $0.225 cents per share through the closing of the transaction; The Transaction is expected to close in the fourth quarter of the Companys 2026 fiscal year, which ends January 31, 2026; Outside date August 20, 2026; Signed CA April 30, 2025; Valuation: 11.3x EPS (2026E), 5.8x EBITDA (2026E), 0.42x sales (2026E); Background: Oct 2023Apr 2024: Guess partnered with WHP on rag & bone acquisition. MayJun 2024: Guess explored a spin of ops to a private vehicle owned by the Rolling Stockholders (IPCo/OpCo idea) but dropped it due to complexity. Mar 13: WHP non-binding proposal at $13.00/share cash (excluding Rolling Stockholders shares), with IPCo/OpCo concept and no majority-of-disinterested stockholder (MoDS) condition. Rolling Stockholders said any deal must be arms-length via a special committee and allow them to roll equity. Mar 17: Guess publicly announces WHP proposal & Special Committee. Apr 2: Authentic initial proposal $15.00/share cash. AprMay: Special Committee runs a broad outreach (36 parties, 8 NDAs signed). WHP refuses the standstill without a fall-away and wont sign the Committees NDA, nevertheless stays in contact. May 20: Party B submits a $16.63/share equivalent (enterprise value bid), Party A drops out. Process controls: Committee insists on MoDS approval, NDA standstills, and disciplined timeline. Jul 14: Authentic re-ups at $15.00 and proposes structural changes. Committee pushes for higher price and restores MoDS in drafts. Jul 28: Authentic improves to $15.50 and accepts MoDS but pushes back on dividends, proposes optional equity purchases in Guess IP (51% Authentic; up to 19% Rolling Stockholders). Aug 5: Authentic raises to $16.25 and allows up to $0.60/share dividends between signing and close. Aug 11: After back-and-forth on make-whole math for the convertibles and dividend limits, Authentic offers $16.75/share and permits regular quarterly dividends not above the dividend-limit (so the Make-whole Floor doesnt step up). Aug 1920: Special Committee unanimously recommends; Board (with recusals) unanimously approves. Merger Agreement, Voting Agreement, and Interim Investors Agreement executed and announced Aug 20, 2025;

>50% vote target; Majority of minority vote; HSR expiry (filed Sept 25 2025, attained Oct 27 2025);

GTLS

BKR

Chart Industries, Inc.

Baker Hughes

29-July-25

30-June-26

Merger

Friendly

Industrial

210.00000

0.00000

204.80000

13600.00000

0.29959

5.31000

-43.10000

0.02

0.11

0.00000

210.00000

204.69000

5.30000

0.04543

210

Wells

GS / Centerview / MS

Winston

Cleary / WilmerHale

Definitive agreement; Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of CleanTM - clean power, clean water, clean food, and clean industrials, regardless of molecule; Significant step high-grades the portfolio and adds value accretive customer offerings, transforms Baker Hughes Industrial & Energy Technology segment; Chart Industries brings differentiated capabilities across a diverse set of end markets advantaged by secular growth drivers such as natural gas, data centers and decarbonization; Highly complementary capabilities enable enhanced value-creation solutions for customers across the lifecycle of projects and accelerate aftermarket growth through increased service penetration of combined installed base; $325 million in annualized cost synergies expected to be realized at end of third year; Superior proposal to FLS friendly bid by 22.3%; Baker Hughes has secured fully committed bridge debt financing to fund the transaction, provided by Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, and Morgan Stanley Senior Funding, Inc., which is expected to be replaced with permanent debt financing prior to close; The Boards of Directors of Baker Hughes and Chart have each unanimously approved the transaction, and the Chart Board of Directors has unanimously recommended that Chart shareholders approve the transaction. The transaction is subject to customary conditions, including approval by Chart shareholders, and the receipt of applicable regulatory approvals. The transaction is expected to be completed by mid-year 2026; Valuation: 14.4x EPS (2026E), 10.4x EBITDA (2026E), 8.3x Adj EBITDA after synergies (2026E), 2.68x sales (2026E); Outside date July 29 2026 (subject to two automatic extensions of six months each in the event that certain regulatory conditions are not satisfied); Baker Hughes has agreed to pay the termination fee of $250 million due to Flowserve Corporation; Background: Charts board and management regularly reviewed strategic options, including M&A, to enhance shareholder value. In early 2024, Chart hired Wells Fargo as financial advisor. In June 2024, Baker Hughes CEO Lorenzo Simonelli approached Charts CEO Jillian Evanko about a possible transaction. Discussions began, with Wells Fargo engaging Morgan Stanley (Baker Hughes advisor). July 23, 2024: Baker Hughes verbally proposed an all-stock acquisition (fixed ratio, 15% premium, ~20% ownership in combined company). Charts board reviewed but required a written proposal. After Charts Q2 earnings miss and share price decline, Baker Hughes revised its proposal to a floating exchange ratio (90-day VWAP + 15% premium). Aug. 29, 2024: Baker Hughes submitted a written all-stock proposal ($145$155 per Chart share). Charts board rejected it as inadequate. By November 2024, Baker Hughes suggested an at-market exchange with no premium, which Chart deemed unattractive. Chart and Wells Fargo confidentially contacted multiple industry peers (Companies AF). None were interested in a whole-company transaction; some explored only individual product lines. FebruaryMarch 2025: Flowserve expressed interest. Chart and Flowserve signed a confidentiality agreement in April and began diligence. Company E resurfaced with tentative interest but never advanced beyond preliminary talks. Flowserve Negotiations (Spring 2025): Flowserve proposed an all-stock merger of equals (exchange ratio to be based on VWAP). Chart and Flowserve conducted extensive due diligence, synergy workshops, and legal/financial negotiations. June 3, 2025: Charts board approved the merger with Flowserve (3.165 Flowserve shares per Chart share). Wells Fargo delivered a fairness opinion. A definitive agreement was signed, announced June 4. Baker Hughes Renewed Approach (Summer 2025): July 16, 2025: Simonelli delivered an unsolicited all-cash offer of $210/share (~30% premium, $10.1B equity value, $13.6B EV). Baker Hughes engaged Goldman Sachs and Centerview, and secured bridge financing. Charts board determined the proposal was (or could become) a Superior Proposal under the Flowserve agreement. Negotiations intensified. Baker Hughes agreed to cover the $250M Flowserve termination fee (plus $8M expenses) and include a $500M reverse termination fee. Final Decisions (July 2025): July 23, 2025: Charts board determined Baker Hughes cash proposal was superior to Flowserves stock-based merger, offering immediate, certain value with fewer integration risks. July 28, 2025: Chart terminated the Flowserve deal (paying $266M, funded mostly by Baker Hughes) and signed the definitive Merger Agreement with Baker Hughes;

>50% vote target; HSR expiry (filed Sept 2 2025, attained Nov 6 2025); Competition Canada (filed Oct 21 2025); China SAMR (filed Nov 10 2025);

HI

Hillenbrand, Inc.

Lone Star Funds

15-October-25

02-February-26

Merger

Friendly

Industrial

32.00000

0.00000

31.84000

3800.00000

0.36577

0.39750

-8.23343

0.02

0.05

0.00000

32.22750

31.83000

0.38750

0.07384

62

Evercore

Jefferies / UBS

Skadden

Kirkland

Definitive agreement; Hillenbrand provides highly-engineered processing equipment and solutions to customers around the world through its Advanced Process Solutions and Molding Technology Solutions segments. Over the past three years, Hillenbrand has repositioned the business, strengthening and streamlining its portfolio through strategic acquisitions and divestitures and building out its industrial food equipment portfolio; The Hillenbrand Board of Directors unanimously approved the transaction. This agreement comes following the Hillenbrand Board of Directors review of several strategic alternatives for the company; The transaction is expected to close by the end of the first quarter of calendar year 2026 and is subject to customary closing conditions, including approval by Hillenbrand shareholders and receipt of required regulatory approvals; Under the terms of the Merger Agreement, Hillenbrand may not pay dividends on its Common Stock, except that it is permitted to pay one cash dividend on or prior to December 31, 2025 in an amount not to exceed $0.2275 per share; Outside date July 14, 2026; Lone Star Fund XII, L.P. (the Sponsor) has committed to capitalize Parent at the closing of the Merger with an aggregate equity contribution equal to $1,647,000,000, on the terms and subject to the conditions set forth in its equity commitment letter dated October 14, 2025. In addition, Parent entered into debt commitment letters, dated as of October 14, 2025, with various lenders providing for a commitment by the lenders, subject to conditions customary for transactions such as those contemplated by the Merger Agreement, to provide (i) a $1.885 billion aggregate principal amount senior secured term loan facility, (ii) a $400 million aggregate principal amount senior secured revolving credit facility, (iii) a $500 million aggregate principal amount senior secured bridge loan facility and (iv) a $350 million aggregate principal amount senior secured letter of credit facility; Signed clean team agreement August 18, 2025; Signed CA July 16, 2025; Background: At its June 2325, 2025 annual strategy meetings, management presented a long-range plan through 2030 and an internal valuation analysis showing a wide value range ($24.94$87.07/share). During these sessions, Hillenbrand received an unsolicited proposal from Lone Star to acquire the company for $34$36/share. Management met with Lone Star on June 27. On June 29, the Board reviewed strategy, approved managements plan, and hired Evercore as its financial advisor. On July 7, Evercore presented preliminary analyses and strategic alternatives. The Board rejected Lone Stars initial proposal but invited them to participate in a broader sale process. Evercore contacted 22 potential buyers (18 financial sponsors, 4 strategics). 16 parties (including Lone Star) signed NDAs and received a CIM. Management gave presentations to 12 groups. Press reports on August 13 revealed Hillenbrand was exploring a sale. Preliminary Bids (Aug 1314, 2025): Lone Star: $34/share, Bidder A: $28$32, Bidder B: $32.50, One additional oral indication at ~$25. The Board advanced Lone Star and Bidder A to the next round. Lone Star and Bidder A conducted due diligence from mid-August. Hillenbrand posted a draft merger agreement Aug 22. Two letters from descendants of Hillenbrands founding family expressed concern: One opposed a sale unless shareholders could roll over shares. Another supported a sale only if rollover was possible. Bidder A withdrew on Sept 29. On Sept 29, Lone Star formally bid $31/share, reduced due to diligence findings. Their draft terms prohibited dividends between signing and closing. The Board rejected $31/share and sought improvements. Oct 6: Lone Star raised to $32/share, still blocking dividends. The Board countered for $32.70/share and permission to pay dividends. Lone Star held at $32/share but allowed one interim dividend. On Oct 814, legal documents and financing terms were negotiated. On Oct 14, Evercore delivered its fairness opinion based on: The Board-approved Financial Projections and A mid-cycle 18.5% terminal EBITDA margin. The Board unanimously approved the deal at $32 per share with one interim dividend permitted. The merger agreement and financing commitments were executed the night of Oct 14. The transaction was announced the morning of Oct 15, 2025. Representatives of a founding-family shareholder group contacted Lone Star seeking rollover options. Hillenbrand granted Lone Star permission to speak with them (subject to restriction on binding agreements). As of the proxy statement date, no rollover agreement existed; Lone Star has committed to capitalize Parent at or prior to the closing of the Merger with an aggregate amount in cash equal to $1.647 billion (we refer to such commitment as the Equity Commitment), on the terms and subject to the conditions set forth in its equity commitment letter, dated as of October 14, 2025 (which we refer to as the Equity Commitment Letter). Parent obtained debt commitment letters, dated October 14, 2025, as amended and restated on November 10, 2025 (which we refer to as the Debt Commitment Letters and, together with the Equity Commitment Letter, the Commitment Letters), from various lenders (which we refer to collectively as the Debt Financing Entities) providing for a commitment by the Debt Financing Entities, subject to conditions customary for transactions such as those contemplated by the Merger Agreement, to provide (i) a $1.8 billion aggregate principal amount senior secured term loan facility, (ii) a $400 million aggregate principal amount senior secured revolving credit facility, (iii) an up to $500 million aggregate principal amount senior secured bridge loan facility and (iv) a $350 million aggregate principal amount senior secured letter of credit facility;

>50% vote target; HSR expiry (filed Nov 19 2025); CFIUS (filed Oct 28 2025); Competition Canada (filed Nov 13 2025); EC; China SAMR; India; Morocco; South Korea; Saudi Arabia; South Africa; Turkey;

HOLX

Hologic, Inc.

Blackstone / TPG

21-October-25

18-February-26

Merger

Friendly

Healthcare

76.00000

0.00000

75.05000

18300.00000

0.40015

1.42000

-20.42861

0.01

0.06

0.45000

76.45000

75.03000

1.41000

0.09103

78

GS

Citi

Wachtell

Kirkland / Ropes

Definitive agreement; Hologic, Inc. is a global leader in womens health dedicated to developing innovative medical technologies that effectively detect, diagnose and treat health conditions and raise the standard of care around the world; Under the terms of the agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76 per share in cash plus a non-tradable contingent value right (CVR) to receive up to $3 per share in two payments of up to $1.50 each, for total consideration of up to $79 per share in cash. The non-tradable CVR would be issued to Hologic stockholders at closing and paid, in whole or in part, following achievement of certain global revenue goals for Hologics Breast Health business in fiscal years 2026 and 2027; The transaction includes significant minority investments from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) and an affiliate of GIC; The transaction is expected to close in the first half of calendar year 2026, subject to the approval of Hologics stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions. The Hologic Board of Directors has unanimously approved the merger agreement and recommends that Hologic stockholders vote their shares to approve the transaction and adopt the merger agreement; Blackstone and TPG have secured committed financing for the transaction. They have delivered to Hologic a debt financing commitment letter from Citi, Bank of America, Barclays, Royal Bank of Canada and SMBC, and equity commitment letters from funds advised by Blackstone and TPG that, taking into account the Companys balance sheet, in the aggregate, are sufficient to fund the purchase price and pay related fees and expenses at closing. Blackstones private equity strategy for individual investors is also expected to invest as part of the transaction. TPG is investing in Hologic through TPG Capital, the firms U.S. and European private equity platform; The merger agreement includes a 45-day go-shop period, during which time Hologic and its advisors may solicit, consider and negotiate alternative acquisition proposals from third parties. The Hologic Board of Directors will have the right to terminate the merger agreement to enter into a transaction providing for a superior proposal, subject to the terms and conditions of the merger agreement; Valuation: 16.8x EPS (2026E), 13.2x EBITDA (2026E), 4.29x sales (2026E); Outside date July 21, 2026 (subject to (a) one three-month extension); Parent has obtained commitments for debt financing consisting of $9,500 million of senior secured first lien term loans, $2,000 million of senior secured second lien term loans and a $750 million senior secured first lien revolving credit facility, in each case, on the terms set forth in a debt commitment letter; Go-shop expires December 5, 2025; Each CVR represents the right to receive (i) an amount between $0.50 and $1.50, determined by linear interpolation, based on the amount by which the Revenue of the Companys Breast Health business in respect of fiscal year 2026 exceeds $1,556,844,377 but is less than $1,571,844,377, provided that in the event that Revenue of the Companys Breast Health business in respect of fiscal year 2026 is equal to or greater than $1,571,844,377, the amount will be equal to $1.50 and (ii) an amount between $0.50 and $1.50, determined by linear interpolation, based on the amount by which the Revenue of the Companys Breast Health business in respect of fiscal year 2027 exceeds $1,651,256,283 but is less than $1,666,256,283, provided that in the event that Revenue of the Companys Breast Health business in respect of fiscal year 2027 is equal to or greater than $1,666,256,283, the amount will be equal to $1.50. In addition, if the CVR payment with respect to fiscal year 2026 is less than $1.50 and Revenue of the Companys Breast Health business for fiscal year 2027 exceeds $1,666,256,283, then the CVR entitles the holder to an additional payment whereby Revenue of the Companys Breast Health business for fiscal year 2027 in excess of $1,666,256,283 will be added to actual Revenue of the Companys Breast Health business for fiscal year 2026 (such amount, the Catch-Up Revenue) and the CVR payment with respect to fiscal year 2026 will be re-tested utilizing the Catch-Up Revenue and the difference between such calculation and the amount actually paid per CVR in respect of Fiscal Year 2026 will be paid to CVR holders, if the Catch-Up Revenue is above $1,556,844,377; Signed CA June 21, 2025;

>50% vote target; HSR expiry; CFIUS; EC; UK CMA; China SAMR;

HOUS

COMP

Anywhere Real Estate Inc.

Compass, Inc.

22-September-25

30-September-26

Merger

Friendly

Real Estate

0.00000

1.43600

14.36000

4407.14209

0.90925

0.76236

-6.42514

29.60000

0.05

0.11

0.00000

15.09236

14.33000

1.10499

0.09393

302

GS

MS

Wachtell

Kirkland

Definitive merger agreement; Anywhere is moving real estate to whats next. Anywhere fulfills its purpose to empower everyones next move through its leading integrated services, which include franchise, brokerage, relocation, and title and settlement businesses, as well as mortgage and title insurance underwriter minority owned joint ventures. Anywheres brands are some of the most recognized names in real estate: Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, Corcoran, ERA, and Sothebys International Realty. Every day, Anywhere helps fuel the productivity of its vast network of franchise owners and Anywheres more than 300,000 affiliated agents globally as they build stronger businesses and best serve todays consumers; This transaction pairs Compass years of investment in technology, innovative marketing offerings, and real estate professionals with Anywheres leading brands, broader and complementary businesses, and global reach. The combination of these companies will create a premier real estate platform, enabling agents and franchisees to best serve home sellers and home buyers; Upon completion of the transaction, current Compass shareholders will own approximately 78% of the combined company on a fully diluted basis, while Anywhere shareholders will own approximately 22%; The transaction has been unanimously approved by the Boards of Directors of both Compass and Anywhere. It is expected to close in the second half of 2026, subject to approval by both Compass and Anywhere shareholders, and satisfaction of customary closing conditions, including receipt of regulatory approvals; Robert Reffkin and TPG Angelo Gordon have entered into customary voting agreements in which they have agreed to vote their shares of Compass common stock and Anywhere common stock, respectively, in support of the transaction; Compass has obtained a $750 million financing commitment from Morgan Stanley Senior Funding, Inc; Outside date September 22, 2026, subject to three automatic extensions of three months each; Concurrently with the execution and delivery of the Merger Agreement, Robert L. Reffkin, chairman of the board of directors and Chief Executive Officer of Compass, and certain funds affiliated with Mr. Reffkin, who collectively hold and have the power to vote or direct the voting of approximately 29.6% of the issued and outstanding voting power of Compass common stock; Concurrently with the execution and delivery of the Merger Agreement, certain funds and accounts managed or advised by Angelo, Gordon & Co., L.P. that collectively hold and have the power to vote or direct the voting of approximately 8.7% of the Company Common Stock; Signed CA August 4, 2025; Valuation: 11.9x EBITDA (2026E), 0.72x sales (2026E); Background: Jan 2025: Compass CEO Robert Reffkin informally approaches Anywhere CEO Ryan Schneider about a potential stock-for-stock business combination at market prices with no premium. Anywhere indicates this is not attractive. Mar 31: Reffkin tells TPG/AG representatives (including Anywhere director Joe Lenz) he sees substantial cost synergies and could pay a premium (cash, stock, or mix). Apr 2: Anywhere Board meets with Goldman Sachs and Wachtell Lipton, instructs Goldman to tell Compass that only a very high premium with strong closing certainty would be considered. Apr 78: Compass Board authorizes a non-binding stock-for-stock offer at $7.00 per Anywhere share (the April Proposal) and asks for 30-day exclusivity. Apr 1112: Anywhere Board, advised by Goldman and Wachtell, finds the April Proposal insufficient, says valuation must be in the teens plus expedited process and strong closing certainty. Apr 1315: Compass refuses to raise the $7.00 price, Anywhere Board decides not to engage further and terminates discussions. Jun 3 & Jun 27: During strategic reviews, Anywhere Board revisits the April interaction, supports a meeting so Schneider can probe Compasss unwillingness to increase its offer. Jul 7: At a meeting at Wachtells offices, Schneider reiterates Anywheres belief in large synergies and says Compass should only come back if valuation is in the teens. Jul 9: Compass Board meets, authorizes a revised offer of $9.00 per share. Jul 15: Compass formally submits the $9.00 per share non-binding offer (the July 15 Proposal) and again seeks exclusivity. Jul 21: Schneider tells Compass the $9.00 proposal is still inadequate and that Compass must materially improve its economics. Jul 24: Compass increases its non-binding proposal to $10.00 per share, with an exchange ratio of 1.403x and signals that, upon validating cost synergies, it might increase to up to $13.00 per share (the July 24 Proposal). Jul 29: Anywhere Board determines $10.00 is still insufficient but agrees to limited preliminary diligence so Compass can validate synergies, with the expectation of an improved bid. Aug 4: Parties sign a mutual confidentiality agreement with standstill and a dont ask, dont waive provision. Aug 13: Compass Board reviews status and authorizes amending its proposal to $13.00 per share with a 30-day exclusivity period. Aug 22: Compass delivers the $13.00 per share non-binding proposal (exchange ratio 1.531x, the August 22 Proposal) and requests 30-day exclusivity. Aug 24: Anywhere Board, advised by Goldman and Wachtell, concludes that pursuing a transaction with Compass under the August 22 Proposal and entering exclusivity is in stockholders best interests, subject to final board approval of definitive terms. Sep 19: Schneider and Reffkin agree telephonically on final economics: a fixed exchange ratio of 1.436 Compass Class A shares for each Anywhere share, valuing Anywhere at about $13.91 per share (based on Sept 18 close) and ~$13.23 based on 30-day VWAP. On the morning of Sept 22, 2025, before market open, the parties issue a joint press release announcing the executed merger agreement;

>50% vote target; >50% vote acquiror; HSR expiry (filed Oct 31 2025, pulled and refiled Dec 2 2025);

HSII

Heidrick & Struggles International, Inc.

Advent International / Corvex Private Equity

06-October-25

12-December-25

Merger

Friendly

Business Services

59.00000

0.00000

58.94000

1209.80603

0.21200

0.08000

-10.24000

0.04830

0.03

0.01

0.00000

59.00000

58.92000

0.07000

0.04429

10

BofA

William / DB / UBS

Paul

Weil / Ropes

Definitive agreement; Heidrick & Struggles is a premier provider of global leadership advisory and on-demand talent solutions, serving the senior-level talent and consulting needs of the worlds top organizations. In our role as trusted leadership advisors, we partner with our clients to develop future-ready leaders and organizations, bringing together our services and offerings in executive search, inclusion, leadership assessment and development, organization and team acceleration, culture shaping, and on-demand, independent talent solutions. Heidrick & Struggles pioneered the profession of executive search more than 70 years ago; A consortium of investors led by Advent International ("Advent") and Corvex Private Equity ("Corvex"), and including several leading family offices, will acquire all of the Companys outstanding public shares. This new investor consortium will include significant investment from many Heidrick leaders; Upon completion, Heidrick will become a private company and focus on rapidly advancing its global leadership positions in executive search, interim talent solutions, leadership assessment and development, as well as purpose, culture, and performance consulting. As Heidricks partners, the consortium will enable the Company to invest in the people, technologies, and innovative solutions needed to create unrivaled value for current and future clients; This transaction is the culmination of a comprehensive and strategic process led by the Heidrick Board of Directors, including engagement with multiple parties; The transaction, which was unanimously approved by the Heidrick Board of Directors, is expected to close by the first quarter of 2026, subject to the approval of the Companys stockholders and the satisfaction of required regulatory approvals and other customary closing conditions; Advent and Corvex have secured committed debt financing for the transaction from Deutsche Bank, UBS Investment Bank, and Santander. In addition to Advent and Corvex, the consortium of investors acquiring Heidrick will include a significant investment from many Heidrick leaders and several prominent family offices; Valuation: 16.8x EPS (2026E), 9.6x EBITDA (2026E), 0.99x sales (2026E); Outside date July 5, 2026; Concurrently with the execution of the Merger Agreement, certain affiliates of Advent (collectively, the Equity Investors) entered into an equity commitment letter in favor of Parent (the Equity Commitment Letter), pursuant to which the Equity Investors have severally committed, subject to the terms and conditions in the Equity Commitment Letter, to make equity contributions to Parent of an aggregate amount equal to $1,350,000,000 to provide Parent and Merger Sub with sufficient cash to consummate the Merger and make all cash payments required under the Merger Agreement on the Closing Date; Signed CA June 11, 2025; Background: Jul 30, 2024 Mar 6, 2025: Corvex engages, on Mar 6 signals take-private interest, discloses 4.9% stake. Apr 10, 2025: Board reviews Corvex approach, weighs consultant-dependence risks. May 15, 2025: Corvex files 13F (~4.9%). Corvex/Advent form Consortium. May 30, 2025: Initial Consortium IOI: $52.00 (+~27% to 60-day VWAP), asks 45-day exclusivity (denied). Jun 11, 2025: NDAs with standstills and dont ask/dont waive. Late JunJul 2025: Six sponsors (AF) added under NDAs, management presentations begin, Forecasts (to 2029) shared. Jul 17, 2025: Party A: $54$57. Party C: $53$57. Jul 18, 2025: Consortium raises to $54.50, no financing condition, seeks 45-day exclusivity (again denied). Aug 5Sep 2025: Full data room access, draft merger agreement circulated, process letter sets Sep 22 bid due date. Sep 3 & 16, 2025: Party A exits, then Party C exits. Sep 5, 2025: Consortium draft ups termination fee to 3.5%, Advent equity to backstop 100%, but no buyer guarantee yet, tight interim covenants, previews Post-Closing Equity Plan (1517% pool) for key talent. Sep 19, 2025: Company counters: 2.75% fee, seeks limited guarantee from Advent, eases interim covenants. Sep 22, 2025: Consortium revised IOI: $57.50, delivers signed debt commitments up to $650m (expects $550m draw) plus full equity backstop, requests one-week exclusivity to finish diligence & meet key consultants. Sep 2425, 2025: Board targets $61.00, seeks 3.0% fee and Advent limited guarantee. Sep 26, 2025: Best & final: $59.00, parties agree 3.0% termination fee and Advent limited guarantee for post-termination monetary obligations. Sep 29, 2025: Exclusivity signed to Oct 6 (auto-extend to Oct 9). Oct 5, 2025: BofA delivers fairness opinion, Board unanimously approves the $59.00 cash merger, related plan amendments, and DE forum-selection bylaw. Oct 6, 2025 (pre-market): Deal announced;

>50% vote target; HSR expiry (filed Oct 17 2025, attained Nov 17 2025); German FCO (filed Oct 20 2025, attained Oct 30 2025); Australian ACCC (filed Oct 20 2025, attained Nov 5 2025);

IAS

Integral Ad Science

Novacap

24-September-25

23-December-25

Merger

Friendly

Tech

10.30000

0.00000

10.28000

1900.00000

0.21749

0.03000

-1.81000

0.52790

0.03

0.02

0.00000

10.30000

10.27000

0.02000

0.03439

21

Jefferies

Evercore

Kirkland

Willkie

Definitive agreement; Integral Ad Science (IAS) is a leading global media measurement and optimization platform that delivers the industrys most actionable data to drive superior results for the worlds largest advertisers, publishers, and media platforms; As part of the transaction, current shareholder Vista will conclude its investment upon close; The transaction, which has been unanimously approved by the IAS Board of Directors, is expected to close before the end of 2025, subject to customary closing conditions, including receipt of required regulatory approvals; IAS shareholders holding a majority of the outstanding shares of IAS common stock have approved the transaction by written consent. No other shareholder approval is required; The transaction is not subject to any financing condition; Valuation: 21.4x EPS (2026E), 8.1x EBITDA (2026E), 2.83x sales (2026E); Inside date Nov 23 2025; Outside date March 24, 2026; Background: Summer 2024: The IAS board consulted Jefferies, Goldman Sachs, and Morgan Stanley about strategic alternatives, including a sale. September 22, 2024: The board engaged Jefferies as financial advisor and Kirkland & Ellis as legal counsel to initiate a strategic review process. Jefferies identified eight Initial Outreach Sponsors and later expanded outreach to 26 potential buyers (12 strategic, 14 financial).IAS shared management forecasts (the October 2024 Forecasts) and held management presentations with interested bidders. Party B submitted a $12.00 per share all-cash, non-binding offer. Other parties, including Parties C and F, showed conditional interest; most declined further due to industry headwinds. October 25, 2024: Bloomberg reported IAS was exploring a sale, prompting two new potential bidders (Parties O and P). By year-end 2024: Despite broad outreach, nearly all potential buyers withdrew due to AdTech competition, pricing pressure, and growth concerns. January 2025: IAS and Jefferies relaunched the process, contacting 62 new potential acquirers (36 financial sponsors and 26 strategic companies). 14 new parties, including Novacap, executed confidentiality agreements. February 2025: IAS shared new projections (the February 2025 Forecasts) and held numerous management and financial diligence sessions. March 2025: Party L offered a $400 million convertible debt investment (not pursued). Party R offered $10.50$11.50 per share in cash, with fully committed financing. Board deemed both proposals incomplete and continued discussions. Outreach to debt financing sources began to assess potential sponsor leverage. By late March, most counterparties had dropped, leaving interest only from Parties K, L, Q, R, and EE. July 23, 2025: Novacap submitted its first written offer $9.30 per share, requesting 45-day exclusivity and support agreements from key shareholders (Vista, Atlas). IAS rejected the price as inadequate. August 11, 2025: Novacap raised its offer to $9.80 per share. August 14, 2025: The board reviewed updated long-term forecasts (August 2025 Projections) and instructed Jefferies to seek a higher price. August 17, 2025: The board formed a Transaction Committee to oversee negotiations, Jefferies told Novacap IAS would move forward at $11.00 per share. August 20, 2025: Novacap countered at $10.15 per share. August 22, 2025: After further negotiation, IAS proposed $10.30 per share with a structured exclusivity timeline. August 24, 2025: Novacap agreed to $10.30 per share its best and final offer. August 25, 2025: IAS granted exclusivity, detailed due diligence began. September 723, 2025: Jefferies, Kirkland, and Novacaps counsel Willkie Farr & Gallagher negotiated the Merger Agreement, Equity Commitment Letter, Debt Commitment Letter, and Support Agreements with key stockholders (Vista Equity Partners and Atlas Venture). Final deal structure included written consent approval from major shareholders and customary regulatory and fiduciary protections. September 21, 2025: Jefferies delivered its fairness opinion deeming $10.30 per share fair from a financial standpoint. The board unanimously approved proceeding with Novacap. September 24, 2025: IAS and Novacap executed the Merger Agreement. Vista delivered written consent, approving the transaction immediately. A joint press release announced the deal before U.S. market open;

HSR expiry (filed Oct 24 2025);

IMXI

WU

International Money Express, Inc.

The Western Union Company

11-August-25

30-June-26

Merger

Friendly

Financial

16.00000

0.00000

15.32000

500.00000

0.72414

0.69000

-6.03000

0.04

0.10

0.00000

16.00000

15.31000

0.68000

0.07846

210

Financial Technology Partners / Lazard

PJT

Holland

Sidley

Definitive agreement; Founded in 1994, Intermex applies proprietary technology enabling consumers to send money from the United States, Canada, Spain, Italy, the United Kingdom and Germany to more than 60 countries; Strategic acquisition strengthens North America retail presence and operating model, expands Intermex beyond its historically high growth Latin America corridors, and is expected to accelerate digital new customer acquisition; Unique opportunity for Western Union to acquire a well-positioned remittance business, adding scale in historically high-growth Latin America geographies; Opportunity to serve Intermexs 6 million customers, giving them access to Western Unions robust digital platforms and capabilities; Expands and stabilizes Western Unions U.S. retail footprint, enhancing resilience and improving customer access across the Americas; Creates an opportunity to leverage Intermexs decades of operational and cultural expertise to drive targeted, sustainable retail growth; Expect $30 million in annual run-rate cost synergies within 24 months; Potential for additional revenue synergies through broader distribution and product offerings, enhancing speed, reliability, and customer value; The acquisition is expected to be immediately accretive to Western Unions adjusted EPS by more than $0.10 in the first full year post close and to generate approximately $30 million in annual run-rate cost synergies within the first 24 months, with potential further upside from revenue synergies by integrating Intermexs capabilities into Western Unions partner and customer network; The transaction has been unanimously approved by Western Unions Board of Directors. Intermexs Board of Directors acting on the unanimous recommendation of its independent Strategic Alternatives Committee has also unanimously approved the transaction and recommends that Intermex stockholders vote in favor of the merger; The transaction, expected to close in mid-2026, is subject to customary closing conditions and regulatory approvals, including clearance under the Hart-Scott-Rodino Act and approvals from financial regulators, as well as approval by Intermexs stockholders; Valuation: 7.1x EPS (2026E), 4.5x EBITDA (2026E), 3.6x Adj EBITDA after synergies (2026E), 0.76x sales (2026E); Outside date May 11, 2026 (automatically extended to August 10, 2026 if certain of the conditions to closing have not been satisfied or waived, automatically further extended to November 10, 2026 if, as of August 10, 2026, there is any Restraint with respect to any Money Transmitter Requirement Approval or the condition as to the Money Transmitter Requirement Approval has not been satisfied or waived); Background: Board Initiates Formal Process (Fall 2024): In November 2024, the Board authorized a formal strategic alternatives process (Project Ivey), forming a Strategic Alternatives Committee of independent directors. Outreach began to 107 potential buyers (strategics + financial sponsors), with 20 NDAs executed. Early Counterparty Activity (Late 2024 Early 2025): Western Union initially showed interest (Dec. 2024) but dropped out on December 24. Party A submitted a preliminary bid of $22.00/share (Jan. 2025) but lacked committed financing. Party A struggled to raise funds and withdrew on February 6, 2025. By mid-February 2025, no actionable bids remained. Process Suspended (February 2025): Given weak interest and shifting fundamentals, the Board suspended the process on February 25. Intermex publicly communicated a renewed focus on digital investment; the stock fell on the announcement. Renewed Interest (March April 2025): Party B (a previously absent strategic) surfaced in early March. Management updated financial projections to reflect deteriorating retail conditions. In April: Western Union re-entered with a $12$14/share all-cash indication. Party B offered $15.25/share (35% stock / 65% cash). Comparative Bid Evaluation (May June 2025): Intermex requested best and final offers: June 16: Western Union raised to $14.50/share cash. Party B remained at $15.25/share (with equity risk). On June 23, the Board authorized exclusive negotiations with Party B, contingent on a stock-price collar. As the exclusivity deadline approached, Party B could not finalize financing. Exclusivity expired July 26 - Intermex immediately engaged Western Union. Western Union Accelerates Due Diligence (Late July Early August 2025). Party B returned with reduced pricing ($13.00, then possibly $12.50) and persistent concerns around financing. Final Negotiation and Approval (August 2025): Western Union held ground at $16.00/share in cash. Lazard delivered a fairness opinion on August 10. The Board unanimously approved the merger on August 10. The parties executed the merger agreement and issued a joint press release on August 10, 2025;

>50% vote target; HSR expiry (attained Oct 8 2025); Money Transmitter Requirement Approvals;

JAMF

Jamf

Francisco Partners

29-October-25

06-February-26

Merger

Friendly

Tech

13.05000

0.00000

12.98000

2200.00000

0.17040

0.08000

-1.82000

0.35300

0.03

0.04

0.00000

13.05000

12.97000

0.07000

0.03021

66

Citi

RBC / GS / DB

Kirkland

Simpson

Definitive agreement; Jamf is the standard in managing and securing Apple at work; The transaction, which was unanimously approved by the Jamf Board of Directors, is expected to close in the first quarter of 2026, subject to customary closing conditions, including approval by Jamf stockholders and receipt of required regulatory approvals; Vista Equity Partners (Vista), Dean Hager and John Strosahl, who own approximately 34.0%, 1.1% and 0.2%, respectively, of Jamfs outstanding shares of common stock as of October 24, 2025, have agreed to vote their shares in favor of the transaction. As part of the transaction, Vista will conclude its investment upon close; Valuation: 13.8x EPS (2026E), 11.3x EBITDA (2026E), 2.86x sales (2026E); Inside date November 27, 2025; Outside date July 28, 2026; Certain investment funds affiliated with Francisco Partners have committed, pursuant to the equity commitment letter, dated October 28, 2025 (the Equity Commitment Letter), to capitalize Parent, at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of up to $1,141,158,556, on the terms and subject to the conditions set forth in the Equity Commitment Letter. Additionally, such funds have provided limited guarantees in favor of the Company to guarantee, subject to certain limitations set forth in the Equity Commitment Letter, the payment of such guarantors pro rata share of the obligation of Parent to pay the Parent Termination Fee, certain reimbursement obligations of Parent and Merger Sub and the reasonable out-of-pocket fees, costs and expenses incurred by the Company in connection with any suit contemplated by, and solely to the extent reimbursable under, the Merger Agreement and the Equity Commitment Letter; Certain lenders party to the Debt Commitment Letter (as defined below) (the Lenders) have committed to provide debt financing (the Debt Financing) in connection with the Merger consisting of a term loan facility in an aggregate principal amount equal to $1,150,000,000, a delayed draw term loan facility in an aggregate principal amount of $150,000,000, and a revolving credit facility in an aggregate principal amount equal to $150,000,000, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated October 28, 2025 (the Debt Commitment Letter). The obligations of the Lenders to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of certain representations and warranties, consummation of the transactions contemplated by the Merger Agreement and contribution of equity; Background: Over 20232025, Jamf received increasing inbound interest from multiple financial sponsors and strategic buyers. June 16, 2025: Party E and Party F jointly (the Joint Bidders) submitted a non-binding all-cash IOI to acquire 100% of Jamf for $13.00 per share, a 36% premium to the then-trading price ($9.55). June 25, 2025:The Board engaged Citi as financial advisor, instructed management to prepare long-range projections, and designated CEO Strosahl as primary contact with the Joint Bidders. July 2025: The Board judged the Joint Bidders initial $13.00 offer insufficient but allowed limited due diligence to support a potential price increase. The Board also authorized Citi to contact a broad set of other potential acquirors. Broad Market Check & Formal Sale Process (AugSept 2025): Citi contacted 30 potential buyers: 15 strategic companies and 15 financial sponsors (the Outreach Parties). 15 of them (5 strategic, 10 financial sponsors) executed confidentially agreements with standstills and were given access to a virtual data room that included the Bidder Projections Management meetings (AugSept 2025): Jamf held management presentations with 12 parties (5 strategic, 7 financial sponsors), including the Joint Bidders. Party H declined further meetings, saying an acquisition no longer fit its strategic priorities. Francisco Partners re-entered the process in August 2025, signed an NDA with standstill, and was given data-room access. On Sept 5, 2025, Jamf sent a process letter to financial sponsors requesting initial bids by Sept 17. Strategic buyers were given more time informally. On Sept 12, 2025, Reuters reported Jamf was exploring a sale. By the Sept 17, 2025 deadline, only: Francisco Partners: non-binding $13.00 per share (all cash). Party A (via a distressed portfolio company): $1012 per share (all cash). 13 other parties that had signed NDAs (including Party B, D, I, K) declined to bid, citing market and competitive concerns. Sept 19, 2025 Board Meeting: The Board decided to advance Francisco Partners and push Party A to improve pricing, specify a firm price, and show credible financing (preferably with an equity backstop and without relying solely on its portfolio company). Sept 23, 2025: Party A (via its portfolio co) raised its bid to $13.50 per share. The Joint Bidders (E+F) reaffirmed $13.00 per share. Sept 25, 2025 Board Meeting: The Board determined that Party As revised bid still had key issues: conditions on Jamfs cash/debt levels, no transaction expense assumptions, unclear treatment of employee equity, and continued financing risk. The Board decided not to invite Party A to the next stage, but left the door open if Party A would bid on a standalone basis with a full equity backstopParty A declined. The Board moved forward with Francisco Partners and the Joint Bidders and explored additional strategic outreach (Party L, Party M). Late Septmid Oct 2025: Jamf held intensive due diligence meetings with Francisco Partners and the Joint Bidders. Party L dropped interest. Party M showed interest but progressed slowly. Competing Final Proposals (late Oct 2025): Party F Breaks from Joint Bid: On Oct 22, Party F informed Citi it would bid alone and planned a fully financed proposal, but demanded exclusivity if Jamf wanted to move

>50% vote target; HSR expiry (filed Nov 25 2025);

K

Kellanova

Mars, Incorporated

14-August-24

15-December-25

Merger

Friendly

Food

83.50000

0.00000

83.21000

35900.00000

0.43594

0.30000

-25.05000

0.20700

0.02

0.01

0.00000

83.50000

83.20000

0.29000

0.10263

13

GS / Lazard

Citi

Kirkland

Skadden / Simpson / Cravath

Definitive agreement; Kellanova is a leading company in global snacking, international cereal and noodles, North American plant-based foods and frozen breakfast food. Kellanova is home to iconic snacking brands including Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats, NutriGrain and RXBAR, as well as cherished food brands including Kelloggs (international), Eggo and MorningStar Farms; Kellanovas portfolio complements the existing Mars portfolio, which includes billion-dollar snacking and confectionery brands like SNICKERS, M&MS, TWIX, DOVE and EXTRA, as well as KIND and Natures Bakery; Transaction unites two iconic businesses with complementary footprints and portfolios of beloved brands; Enables Mars to further shape the future of snacking and serve more consumers globally; Strong cultural fit, bringing together two values-based and purpose-led businesses; The addition of Kellanova provides Mars Snacking with entry into new attractive snacking categories. It will add two new billion-dollar brands Pringles and Cheez-It to the Mars business, which today includes 15 billion-dollar brands. It will also expand the Mars health & wellness Snacking portfolio with the addition of new complementary products like RXBAR and NutriGrain to reflect global trends and preferences; Mars intends to fully finance the acquisition through a combination of cash-on-hand and new debt, for which commitments have been secured; The agreement has been unanimously approved by the Board of Directors of Kellanova. The transaction is subject to Kellanova shareholder approval and other customary closing conditions, including regulatory approvals, and is expected to close within the first half of 2025; The W.K. Kellogg Foundation Trust and the Gund Family have entered into agreements pursuant to which they have committed to vote shares representing 20.7% of Kellanovas common stock, as of August 9, 2024, in favor of the transaction; J.P. Morgan and Citi have provided Mars with financing support for the transaction; Outside date August 13, 2025 (subject to two extensions for up to an additional six months each if all of the conditions to the Closing, other than the conditions related to obtaining regulatory approvals, have been satisfied); Acquiror obtained debt financing commitments for the transaction (the Debt Financing) from JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc., on behalf of Citi (as defined in the Debt Commitment Letter) (collectively and each with certain affiliates, the Lenders), the aggregate proceeds of which, when combined with cash on hand and other sources of funds available to Acquiror, will be sufficient for Acquiror to pay the Merger Consideration and all related fees and expenses of the Company, Parent and Merger Sub (including in connection with the Debt Financing described below). The Debt Financing for the acquisition consists of a bridge loan facility in an aggregate principal amount equal to $29,000,000,000, subject to certain customary mandatory commitment reductions, which will be available to Acquiror on the terms and subject to the conditions set forth in a commitment letter, dated August 13, 2024 (the Debt Commitment Letter); Valuation: 21.4x EPS (2025E), 15.1x EBITDA (2025E), 2.76x sales (2025E); Divestiture cap: $750 million; Signed CA July 4, 2024; Signed clean room agreement August 3, 2024; Prelim proxy statement to be filed within 30 calendar days; Background: The merger negotiations between Kellanova and Mars began when Mars CEO, Mr. Poul Weihrauch, expressed interest in acquiring Kellanova. An unsolicited offer was made on May 31, 2024, proposing to buy Kellanova at $77 per share in cash. Kellanovas Board, led by CEO Steven Cahillane, considered the offer but declined it on June 5, 2024, citing undervaluation and confidence in their own strategic plan. Following this, a revised offer of $80 per share was made by Mars on June 21, 2024. The Board again rejected this offer on June 26, 2024, still feeling it undervalued the company. However, they agreed to provide Mars with limited due diligence to potentially increase its proposal. On July 23, 2024, Mars increased its offer to $82 per share and included an initial draft of the Merger Agreement. The Board, after further analysis, decided that even the revised offer undervalued Kellanova but indicated they might consider a deal closer to $85 per share. On July 30, 2024, Mars proposed a new offer of $83.50 per share. This offer was acceptable to Kellanovas Board, pending final negotiations. Both parties engaged in extensive due diligence and negotiations on the merger terms, including termination fees, regulatory approvals, and other key deal points. Throughout the process, Kellanova also received interest from other potential acquirers (Party A, Party B, and Party C), but none progressed to a formal proposal. On August 13, 2024, the Board of Kellanova approved the final terms of the merger with Mars, including an $83.50 per share price, $800 million termination fee payable by Kellanova, and a $1.25 billion reverse termination fee payable by Mars. The agreement was signed later that night, and on August 14, 2024, Kellanova and Mars jointly announced the merger; Mar 5 2025 priced $26.0 billion aggregate principal amount of senior notes; June 26 2025 EC Phase 2 investigation, cleared HSR, closing year end 2025, attained all regulatory approvals except EC;

>50% vote target (attained); HSR expiry (attained June 25 2025); EC (filed May 16 2025, phase 2 June 25 2025); Competition Canada (filed Oct 25 2024, attained Dec 6 2024); UK CMA (attained as at June 25 2025); Antitrust approval in Brazil (attained as at June 25 2025), Chile (attained as at June 25 2025), the Common Market for Eastern and Southern Africa (attained as at June 25 2025), Costa Rica (attained as at June 25 2025), Egypt (attained as at June 25 2025), India (attained as at June 25 2025), Japan (a

KVUE

KMB

Kenvue Inc.

Kimberly-Clark Corporation

03-November-25

31-October-26

Merger

Friendly

Healthcare

3.50000

0.14625

17.17000

48700.00000

0.46191

1.80395

-4.18793

0.02

0.30

0.00000

18.96395

17.16000

2.23114

0.14337

333

Centerview / GS

PJT / JPMorgan

Cravath

Kirkland / Gibson / Arnold

Agreement; Kenvue Inc. is the worlds largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno, BAND-AID Brand, Johnsons, Listerine, Neutrogena and Tylenol, are science-backed and recommended by healthcare professionals around the world; Kimberly-Clark (NASDAQ: KMB) and its trusted brands are an indispensable part of life for people in more than 175 countries and territories. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, Goodnites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, hold No. 1 or No. 2 share positions in approximately 70 countries; This transaction brings together two iconic American companies to create a combined portfolio of complementary products, including 10 billion-dollar brands, that touch nearly half the global population through every stage of life; Kimberly-Clark and Kenvue have identified approximately $1.9 billion in cost synergies and approximately $500 million in incremental profit from revenue synergies, partially offset by reinvestment of approximately $300 million; Upon closing of the transaction, current Kimberly-Clark shareholders are expected to own approximately 54% and current Kenvue shareholders are expected to own approximately 46% of the combined company on a fully diluted basis; As part of the transaction, Kimberly-Clark has received committed financing from JPMorgan Chase Bank, N.A. and intends to fund the cash component of the transaction consideration through a combination of cash from its balance sheet, proceeds from new debt issuance, and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional ("IFP") business; The transaction is expected to close in the second half of 2026, subject to the receipt of Kenvue and Kimberly-Clark shareholder approvals, regulatory approvals and satisfaction of other customary closing conditions; Transaction follows rigorous Board review of all strategic alternatives; Valuation: 18.9x EPS (2026E), 13.5x EBITDA (2026E), 3.12x sales (2026E); Outside date November 2, 2026 (subject to an automatic extension until May 3, 2027); Signed CA August 16, 2025; Background: In March 2024, Kenvue hired Centerview to assist with strategic and financial evaluation. In Q2 2025, Kenvue began evaluating strategic options including divestitures, business combinations and a potential whole-company sale. In April 2025, Kenvue hired Goldman Sachs to advise on possible divestitures. By mid-2025, Kenvue began exploring whether remaining independent, selling assets or selling the whole company would maximize value. Party A and Party B were contacted about a whole-company bid but neither pursued a transaction. July 14, 2025: K-C communicated preliminary interest after Kenvue announced a CEO transition and strategic review. July 1728, 2025: Early discussions focused on synergies and strategic fit. July 28August 4, 2025: Kenvues advisors updated the board on inbound interest in asset sales and K-Cs interest in a whole-company transaction. August 28, 2025: K-C Submits the First Written Proposal: Offer included 0.1475 K-C shares plus 6 dollars per Kenvue share. Implied value was about 25 dollars per share, a premium of about 22 percent. September 5, 2025: Reports surfaced that a US government study might link prenatal acetaminophen exposure to autism. K-C paused its revised proposal and began deep regulatory and litigation due diligence. External counsel and scientific advisors were hired for acetaminophen and talc risk assessment. From late September to mid-October, both sides conducted extensive financial, legal, scientific and operational diligence. October 14, 2025: K-C Submits a Second Proposal: Offer: 0.1400 K-C shares plus 4 dollars in cash. Implied value: about 20.70 dollars per share. Premium: about 28 percent. Kenvue signaled the terms were insufficient and sought improved economics reflecting 48 percent ownership. October 16, 2025: Kenvue Counterproposal: Kenvue proposed an exchange ratio implying about 23 dollars per share. October 24, 2025: K-C Third Proposal: Offer: 0.1450 K-C shares plus 4 dollars cash. Implied value: roughly 21.22 dollars per share. Premium: about 41 percent. October 28, 2025: Texas filed suit against Kenvue and J&J alleging deceptive practices regarding acetaminophen. October 31, 2025: K-C Fourth Proposal: Offer: 0.1450 K-C shares plus 3 dollars cash. Kenvue board reviewed this proposal and prepared a counter. Kenvues Final Counterproposal (October 31): Counter: 0.14625 K-C shares plus 3.50 dollars cash. Implied value: about 21.01 dollars per share. Final Negotiations and Approvals (November 12, 2025): Legal teams finalized merger agreement terms including termination fees and material adverse effect provisions. K-C board reviewed fairness opinions from J.P. Morgan and PJT. Kenvue board reviewed fairness opinions from Centerview and Goldman Sachs. Both boards unanimously approved the merger agreement on November 2, 2025. Before markets opened on November 3, 2025, K-C and Kenvue jointly announced the merger agreement;

>50% vote target; >50% vote acquiror; HSR expiry; Competition Canada; EC; UK CMA; China SAMR;

LBRDA

CHTR

Liberty Broadband Corporation

Charter Communications, Inc.

13-November-24

31-December-26

Merger

Friendly

Media

0.00000

0.23600

45.57000

15021.61621

0.30720

1.05480

-9.86013

0.52000

0.03

0.10

0.00000

46.44480

45.39000

2.57489

0.05245

394

JPMorgan

Centerview / Citi

OMelveny

Wachtell

Definitive agreement; Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK, LBRDP) operates and owns interests in a broad range of communications businesses. Liberty Broadbands principal assets consist of its interest in Charter Communications and its subsidiary GCI; Under the terms of the agreement, each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock (collectively, Liberty Broadband common stock) will receive 0.236 of a share of Charter common stock per share of Liberty Broadband common stock held, with cash to be issued in lieu of fractional shares; The companies currently expect the transaction to close on June 30, 2027 unless otherwise agreed, subject to the completion of the GCI spin-off and other customary closing conditions; Liberty Broadbands principal assets currently consist of approximately 45.6 million common shares of Charter and its subsidiary GCI, LLC (GCI), Alaskas largest communications provider. Liberty Broadband has agreed to spin off its GCI business by way of a distribution to the stockholders of Liberty Broadband prior to the closing of the acquisition of Liberty Broadband by Charter. The GCI distribution is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the combination; As a result of the transaction, Charter expects to retire the approximately 45.6 million Charter shares currently owned by Liberty Broadband and to issue approximately 34.0 million shares to holders of Liberty Broadband common stock at the closing, resulting in a net decrease of approximately 11.5 million Charter shares outstanding; The companies currently expect the transaction to close on June 30, 2027 unless otherwise agreed, subject to the completion of the GCI spin-off and other customary closing conditions; The transaction was unanimously recommended to the Charter Board of Directors for approval by a special committee composed of independent, disinterested directors and advised by independent financial and legal advisors. The Boards of Directors of both Charter and Liberty Broadband have approved the transaction, which is subject to customary closing conditions, including (among others): Approval of the merger agreement and related transactions by holders of: A majority of the aggregate voting power of Charters outstanding stock eligible to vote, excluding shares owned by Liberty Broadband and certain other persons, A majority of the aggregate voting power of Liberty Broadbands outstanding stock eligible to vote, A majority of the aggregate voting power of Liberty Broadbands outstanding stock eligible to vote, excluding shares owned by John C. Malone and certain other persons and entities; Valuation: 9.9x EPS (2025E), 30.9x EBITDA (2025E), 14.9x sales (2025E); John Malone and certain related holders have agreed to vote, subject to certain exceptions, shares beneficially owned by them, representing approximately 48% of the aggregate voting power of Liberty Broadband, in favor of the transaction. Greg Maffei, President and Chief Executive Officer of Liberty Broadband, and certain related holders have also agreed to vote, subject to certain exceptions, shares beneficially owned by them, representing approximately 4% of the aggregate voting power of Liberty Broadband, in favor of the transaction; In addition, in connection with the entry into the transaction, Charter, Liberty Broadband and Advance/Newhouse Partnership have agreed to amend certain existing governance arrangements of Charter to, among other things, modify the way in which Charter repurchases its shares of common stock from Liberty Broadband during the pendency of the transaction. Charter intends to make repurchases of Charter shares from Liberty Broadband in amounts of approximately $100 million per month, subject to certain adjustments, and as needed incremental repurchases or loans to Liberty Broadband, to allow for the timely repayment of Liberty Broadband debt in anticipation of the combination of the companies at closing; Outside date August 31, 2027; Inside date: June 30, 2027; Jan 10 2025 filed S-4/a, closing June 30, 2027;

>50% vote target; >50% vote acquiror; Majority of minority vote target (excluding shares owned by John C. Malone and certain other persons and entities); Majority of minority vote acquiror (excluding shares owned by Liberty Broadband); Applicable regulatory approvals; HSR expiry; GCI Divestiture;

LNSR

ALC

LENSAR, Inc.

Alcon

24-March-25

31-March-26

Merger

Friendly

Healthcare

14.00000

0.00000

10.69000

356.00000

-0.05533

4.14000

0.02

0.00

0.55000

14.55000

10.41000

4.13000

1.78674

119

Wells

Lazard

Latham

Norton

Definitive merger agreement; LENSAR, Inc. is a global medical technology company focused on advanced laser solutions for the treatment of cataracts; Alcon (SIX/NYSE: ALC), the global leader in eye care dedicated to helping people see brilliantly; Acquisition of ALLY Robotic Cataract Laser Systems strengthens Alcons cataract equipment and technology portfolio; Next generation technology will be expanded globally, improving the efficiency of cataract surgery; The acquisition includes ALLY Robotic Cataract Laser Treatment SystemTM, LENSARs proprietary Streamline software technology and LENSAR legacy laser system, building Alcons femtosecond laser-assisted cataract surgery (FLACS) offering; Under the terms of the agreement, Alcon will purchase all outstanding shares of LENSAR for $14.00 per share in cash (an aggregate implied value of approximately $356 million*), with an additional non-tradeable contingent value right offering up to $2.75 per share in cash, conditioned on achievement of 614,000 cumulative procedures with LENSARs products between January 1, 2026, and December 31, 2027. The total potential consideration of $16.75 per share represents a premium of 24% to LENSARs 30-day VWAP and a premium of 47% to LENSARs 90-day VWAP, assuming the milestone is met. The transaction represents a total consideration of up to approximately $430 million; The transaction is anticipated to close in mid-to-late 2025, subject to customary closing conditions, including regulatory approval and approval by LENSARs stockholders; Outside date April 23, 2026, subject to an extension under certain circumstances solely at the election of Parent to July 23, 2026; The Company may also terminate the Merger Agreement if Parent declines to defend against any litigation or administrative proceeding brought by any governmental entity that would have the effect of enjoining consummation of the Merger Agreements under any competition law (provided, that the Company may not terminate pursuant to this right until a date that is on or after January 23, 2026; Pursuant to the terms of the Merger Agreement, within five business days following the execution of the Merger Agreement, Parent will deposit $10,000,000 into a segregated account (the Deposit). In connection with a termination of the Merger Agreement under other specified circumstances, including if Parent breaches is obligations such that the Company is entitled to terminate the Merger Agreement, the Defense Termination Right, or the Merger has not been successfully completed by the Termination Date, a governmental authority of competent jurisdiction has issued a final non-appealable governmental order prohibiting the Merger, and, at the time of such termination, the only remaining conditions to closing relate to certain regulatory approvals, the Company will be permitted to keep the Deposit. If the Merger Agreement is terminated for any other purpose, the Company shall refund the Deposit to Parent; The Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of the stockholders of the Company, (ii) approved the Merger Agreement and the transactions contemplated thereby, (iii) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend approval and adoption of the Merger Agreement and the Merger and the other transactions contemplated thereby by the stockholders of the Company, and (iv) directed the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby be submitted to the Companys stockholders for consideration in accordance with the Merger Agreement; Valuation: 4.04x sales (2026E); May 23 2025 received second request from the FTC, closing expected H2 2025;

>50% vote target; HSR expiry (filed Apr 21 2025, received second request from the FTC on May 21 2025); Turkey; Taiwan;

MBCN

FMNB

Middlefield Banc Corp.

Farmers National Banc Corp.

22-October-25

31-March-26

Merger

Friendly

Financial

0.00000

2.60000

36.05000

299.00000

0.26592

0.15000

-7.29457

0.04

0.02

0.00000

35.44000

35.29000

0.49058

0.04325

119

RJ

Janney

Nelson

Vorys

Definitive merger agreement; Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the bank holding company of The Middlefield Banking Company, with total assets of $1.98 billion at September 30, 2025. The Bank operates 21 full-service banking centers and an LPL Financial brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville; The merger will create the regions premier community banking franchise with over $7 billion total assets; Unlocks meaningful growth opportunities and improves competitive positioning as a top Midwest community bank franchise; 83 branches serving Northeast and Central Ohio and Western Pennsylvania; Enhances profitability profile through increased operating leverage; Accretive to pro forma TCE/TA; Transaction expected to close by the end of the first quarter of 2026 after shareholder and regulatory approvals; The transaction is subject to receipt of Middlefield and Farmers shareholder approvals and customary regulatory approvals; Valuation: 1.04x BV, 14.2x EPS (2026E); Outside date December 31, 2026; Middlefield also has the right to terminate the Merger Agreement if both of the following conditions are satisfied: (i) the average closing price (Average Closing Price) of the Companys common stock for the 20 consecutive trading days ending on the tenth calendar day immediately prior to the Effective Time of the Merger (Determination Date) is less than 80% of the starting price, as defined, and (ii) the ratio of the starting price of the Companys common stock to the Average Closing Price is less than 80% of the ratio of the Nasdaq Bank Index on October 21, 2025 compared to the Nasdaq Bank Index on the Determination Date, unless the Company elects to make an adjustment to the Exchange Ratio. If the Merger Agreement is terminated under certain other conditions, Middlefield has agreed to pay to the Company a termination fee of $12,000,000.00;

>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;

MOFG

NIC

MidWestOne Financial Group, Inc.

Nicolet Bankshares, Inc.

24-October-25

21-February-26

Merger

Friendly

Financial

0.00000

0.31750

40.87000

864.00000

0.41079

0.23668

-11.61614

0.04

0.02

0.00000

40.70668

40.47000

0.50674

0.05768

81

Piper

Keefe

Alston

Nelson

Definitive merger agreement; MidWestOne Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. MidWestOne is the parent company of MidWestOne Bank, which operates banking offices in Iowa, Minnesota, Wisconsin, and Colorad; Combination creates premier community banking franchise in the Upper Midwest; MidWestOne shareholders will be entitled to receive 0.3175 of a share of Nicolet common stock for each share of MidWestOne common stock they own upon the effective time of the merger, for aggregate merger consideration valued at approximately $864 million, or $41.37 per share, based on Nicolets closing stock price of $130.31 as of October 22, 2025. The transaction values MidWestOne at a price to tangible book value per share of 166% and a price to mean analyst estimated 2026 earnings per share of 11.5 times: Upon completion of the merger, the shares issued to MidWestOne shareholders are expected to comprise 30% of the outstanding shares of the combined company; The merger is subject to a number of customary conditions, including the approvals of the appropriate regulatory authorities and approvals by the shareholders of both Nicolet and MidWestOne; It is expected that the transaction should be completed during the first half of 2026; Valuation: 1.66x TBV, 11.5x EPS (2026E); Signed CA August 25, 2025; Outside date Oct 24 2026;

>50% vote target; >50% vote acquiror; Fed; FDIC; OCC;

MRSN

DAWN

Mersana Therapeutics, Inc.

Day One Biopharmaceuticals, Inc.

13-November-25

07-January-26

Tender Offer

Friendly

Biotech

25.00000

0.00000

27.90000

285.00000

1.81849

1.81750

-17.24010

0.08500

0.02

0.10

4.53750

29.53750

27.72000

1.80750

0.89734

36

TD

Gordon

Wilmer

Fenwick

Definitive merger agreement; Mersana Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development of antibody-drug conjugates (ADCs) targeting cancers in areas of high unmet medical need; Agreement with Day One Biopharmaceuticals provides for upfront consideration of $25.00 per share in cash, plus potential contingent value rights cash payments of up to an aggregate of $30.25 per share, for aggregate deal value of up to approximately $285 million; Closing is expected to occur by the end of January 2026; The Board of Directors of Mersana unanimously recommends that stockholders tender their shares in the Day One tender offer once it is commenced; Closing of the transaction is subject to the satisfaction of customary closing conditions, including that a majority of Mersanas shares of common stock are validly tendered in the tender offer and not validly withdrawn and the receipt of certain U.S. regulatory approvals; Mersanas executive officers, directors and certain stockholders affiliated with Bain Capital Life Sciences, holding in the aggregate approximately 8.5% of Mersanas outstanding shares of common stock, have signed tender and support agreements under which such stockholders agreed, among other things, to tender their shares in the tender offer; The CVR is payable subject to certain terms and conditions of achievement of the following milestones:Clinical Milestones: A development milestone related to an existing partnership agreement: $1.25 per share, Breakthrough Therapy Designation for ACC granted by FDA: $1.00 per share, First dosing of a participant in a of registrational trial of Emi-Le for ACC-1: $4.00 per share, Regulatory/Sales Milestones: Regulatory approval granted by FDA in Emi-Le ACC-1: $9.00 per share, First commercial sale of Emi-Le in a major EMA markets: $2.00 per share, First commercial sale of Emi-Le in Japan: $1.00 per share, Annual net sales of Emi-Le exceed $100 million by 2032: $2.00 per share, Annual net sales of Emi-Le exceed $200 million by 2035: $4.00 per share, Annual net sales of Emi-Le exceed $300 million by 2037: $6.00 per share; Outside date May 12, 2026;

>50% tender; HSR expiry;

MRUS

GMAB

Merus N.V.

Genmab A/S

29-September-25

15-January-26

Tender Offer

Friendly

Biotech

97.00000

0.00000

96.03000

8000.00000

0.40804

0.98000

-27.13000

0.03

0.03

0.00000

97.00000

96.02000

0.97000

0.08696

44

Jefferies

PJT / MS

Latham / NautaDutilh

A&O / Kromann

Transaction agreement; Merus is a clinical-stage biotechnology company with its late-stage breakthrough therapy asset petosemtamab, which is in Phase 3 development; Proposed acquisition adds petosemtamab, a late-stage asset with two Breakthrough Therapy Designations, to Genmabs portfolio; Transaction anticipated to be accretive to EBITDA by end of 2029; The transaction has been unanimously approved by the Boards of Directors of both companies; A wholly owned subsidiary of Genmab (Purchaser) will commence a tender offer for 100% of Merus common shares, which is anticipated to close by early in the first quarter of 2026; Merus is currently running two Phase 3 trials in first- and second/third line head and neck cancer, with topline interim readout of one or both trials anticipated in 2026. Based on Genmabs experience in late-stage development and excellence in commercial execution, Genmab anticipates the potential for the initial launch of petosemtamab in 2027, subject to clinical results and regulatory approvals; The closing of the tender offer is subject to the satisfaction of customary closing conditions for similar transactions, including a minimum acceptance condition of at least 80% of Merus common shares (which threshold may be reduced to 75% unilaterally by Genmab if all other closing conditions are satisfied), approval by Merus shareholders of resolutions relating to Merus post-closing governance and the back end transactions at Merus extraordinary shareholders meeting to be held for that purpose, and completion of the relevant works councils consultation processes; The transaction is not subject to a financing condition. Consideration is expected to be funded through a combination of cash on hand and approximately $5.5 billion of non-convertible debt financing. Genmab has obtained a funding commitment from Morgan Stanley Senior Funding, Inc. for this amount; Outside date April 29, 2026; Signed CA August 20, 2025;

>80% tender; HSR expiry (filed Oct 28 2025); UK CMA;

NGD

CDE

New Gold Inc.

Coeur Mining, Inc.

03-November-25

31-March-26

Plan

Friendly

Mining

0.00000

0.49590

7.77000

7270.70020

0.16003

0.04051

-1.03559

0.04

0.04

0.00000

7.80051

7.76000

0.11036

0.04427

119

NBF / CIBC

BMO / RBC

Davies / Paul / Blakes

Goodmans

Definitive agreement; New Gold is a Canadian-focused intermediate mining Company with a portfolio of two core producing assets in Canada, the New Afton copper-gold mine and Rainy River gold mine.; Coeur is a U.S.-based, well-diversified, growing precious metals producer with five wholly-owned operations: the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver complex in Chihuahua, Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska and the Wharf gold mine in South Dakota. In addition, the Company wholly-owns the Silvertip polymetallic critical minerals exploration project in British Columbia; The addition of New Golds two Canadian mines results in a combined company with seven North American operations generating $3 billion of expected EBITDA and $2 billion of expected free cash flow in 2026 from production of approximately 20 million ounces of silver, 900,000 ounces of gold and 100 million pounds of copper; Upon completion of the Transaction, existing Coeur stockholders and New Gold shareholders will own approximately 62% and 38% of the outstanding common stock of the combined company, respectively; The transaction is accretive on all of Coeurs key per share metrics, including net asset value, operating cash flow, and free cash flow, positioning the combined company for a potential share price re-rating; The combined company will be among the top 10 largest precious metals companies and top 5 largest silver producers globally, with silver representing 30% of total metals reserves. This enhanced scale is expected to provide investors with significantly enhanced daily trading liquidity of over $380 million with the potential for inclusion in key major U.S. indexes; The proposed Transaction will be effected pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), which is required to be approved by a British Columbia court. The Transaction will require approval by 6623 percent of the votes cast by the shareholders of New Gold at a special meeting of New Gold shareholders expected to be held in the first quarter of 2026. The Transaction will also require approval of a simple majority of votes cast by the shareholders of New Gold, excluding those votes attached to New Gold common shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holder in Special Transaction. Registered shareholders of New Gold at the record date for New Golds shareholders meeting will have customary dissent rights. The issuance of shares by Coeur pursuant to the Transaction and an amendment to the Coeur certificate of incorporation to increase the number of authorized shares of Coeur stock is subject to approval by the Coeur stockholders at a special meeting also expected to be held in the first quarter of 2026; The directors and senior officers of New Gold and Coeur have entered into customary voting support agreements, pursuant to which they have committed to vote their common shares held in favor of the Transaction; Subject to the satisfaction of such conditions, the Transaction is expected to close in H1 2026; After consultation with its outside financial and legal advisors, the Board of Directors of Coeur has unanimously approved the Transaction. The Board of Directors of Coeur recommends that Coeur stockholders vote in favor of the Transaction; Valuation: 7.0x EPS (2026E), 4.2x EBITDA (2026E), 3.11x sales (2026E); Background: From late 2023 through mid-2024, Coeur evaluated combinations with SilverCrest, New Gold and others. A mutual NDA with New Gold was signed in March 2024, followed by information sharing and due diligence. However, the parties could not align on valuation, and Coeur ultimately moved forward with SilverCrest alone, signing and later closing a transaction in October 2024 / February 2025. After successfully integrating SilverCrests Las Chispas mine and improving leverage and financial metrics, Coeur resumed its review of opportunitiesincluding New Gold. In MarchAugust 2025, Coeur re-engaged New Gold: they amended and extended their NDA, conducted detailed due diligence (presentations, virtual data rooms, and site visits to New Afton and Rainy River), and the Coeur board repeatedly reaffirmed support for exploring a transaction with New Gold. On September 8, 2025, Coeur submitted a non-binding, all-stock proposal with a fixed exchange ratio of 0.4939 Coeur shares per New Gold share, implying $7.25 per share and a 15% premium to New Golds recent price, and requested six weeks of exclusivity. New Gold rejected exclusivity at those terms, arguing the ratio undervalued its contribution, and counter-framed a higher premium (about 27% to 20-day VWAPs). After further discussions among executives and advisors, Coeur submitted a revised proposal on September 17, 2025 to set the exchange ratio at signing such that New Gold shareholders would receive a 17.5% premium to 20-day VWAPs, with requested exclusivity. On September 1925, 2025, the parties agreed key terms, including mutual exclusivity through November 3, 2025, and extended standstill and non-solicit provisions. Both sides expanded due diligence and continued site visits through late September and October, while counsel exchanged drafts of a detailed Arrangement Agreement that included reciprocal non-solicitation, superior proposal fiduciary outs, and termination fees. At the end of October 2025, New Golds strong Q3 free cash flow and share price run-up created tension with the original 17.5% VWAP-based premium, which would have implied a price below the then-current trading level. New Gold proposed resetting to a 17.5% spot premium; Coeur responded that the board would not support that level but could support a 16% spot premium, which it viewed as still accretive on NAV, operating cash flow and free cash flow per share. New Gold indicated a 16% spot premium was acceptable, subject to board approv

>66 2/3 vote target; >50% vote acquiror; HSR expiry; Competition Canada;

NSC

UNP

Norfolk Southern Corporation

Union Pacific Corporation

29-July-25

31-March-27

Merger

Friendly

Industrial

88.82000

1.00000

293.20001

85000.00000

0.22926

28.99000

-31.07605

0.03

0.48

0.00000

322.07001

293.07999

38.44145

0.09740

484

BofA

MS / Wells

Wachtell / Sidley

Skadden / Covington

Definitive merger agreement; Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network; Transaction to transform the U.S. supply chain and economy, strengthen domestic manufacturing, and preserve union jobs; Two legendary railroads enter agreement to combine in stock and cash merger, creating a combined enterprise of over $250 billion; Transaction values Norfolk Southern at an enterprise value of $85 billion and is expected to unlock approximately $2.75 billion in annualized synergies and deliver substantial long-term value for Union Pacific and Norfolk Southern shareholders; These legendary companies will seamlessly connect over 50,000 route miles across 43 states from the East Coast to the West Coast, linking approximately 100 ports and nearly every corner of North America. This combination will transform the U.S. supply chain, unleash the industrial strength of American manufacturing, and create new sources of economic growth and workforce opportunity that preserves union jobs; Under the terms of the agreement, Union Pacific will acquire Norfolk Southern in a stock and cash transaction, implying a value for Norfolk Southern of $320 per share based on Union Pacifics unaffected closing stock price on July 16, 20251, and representing a 25% premium to Norfolk Southerns 30-trading day volume weighted average price on July 16, 2025. The value per share implies an enterprise value of $85 billion for Norfolk Southern, resulting in the creation of a combined enterprise of over $250 billion; Creating the Union Pacific Transcontinental Railroad is overwhelmingly in the public interest and will enhance competition, consistent with the test that will be applied in the review of the transaction by the Surface Transportation Board (STB). The companies expect to file their application with the STB within six months, in which the companies will describe how the combined rail network will provide safer, faster, and more reliable service and increased competition to a broad range of stakeholders. The Board of Directors of both Union Pacific and Norfolk Southern unanimously approved the transaction, which is subject to STB review and approval within its statutory timeline, customary closing conditions, and shareholder approval. The companies are targeting closing the transaction by early 2027; Union Pacific will issue a total of approximately 225 million shares to Norfolk Southern shareholders, representing 27% ownership in the combined company on a fully diluted basis, and providing the ability of Norfolk Southern shareholders to participate in the upside of the combined companys growth opportunities and synergies. The agreement is structured without a voting trust and includes a $2.5 billion reverse termination fee; The cash portion of the transaction will be funded through a combination of new debt and balance sheet cash; Valuation: 22.4x EPS (2026E), 13.7x EBITDA (2026E), 6.6x sales (2026E); Outside date January 28, 2028; Background: Dec 1213, 2024: UP CEO V. James Vena and UP directors discussed growth via merger. Dec 18, 2024Mar 2025: NS CEO Mark R. George and Vena held high-level talks at industry events about a potential transcontinental combination. JanApr 2025: Each board discussed consolidation; Apr 15 UP board green-lit preliminary exploration. Apr 22 NS board supported an initial management meeting. May 19: Mutual confidentiality agreement, June 20: Clean team agreement. May 15: First management meeting, UP named NS as its optimal counterparty, agreement to exchange non-public info. Late MayJune: Regular diligence, synergy modeling, and regulatory workstreams. June 20 (UP June Proposal): All-stock offer of 1.261 UP shares per NS share ( $280 per NS share at 6/18 close, 11% premium). NS said inadequate, asked for higher value and openness to cash/stock mix. July 20 (UP Revised): Stock-and-cash: 0.9387 UP shares + $93 cash per NS share ( $310 at 7/16 close, 21% premium to NS 30-day VWAP). Included $1.9B reverse termination fee (RTF) subject to regulatory limits. July 21 (NS Counter): 1.000 UP share + $100 cash per NS share ( $331 at 7/16, 29% premium). Sought board representation and a higher $3.5B RTF. Targeted announcement July 29. July 22 (UP Final Proposal): 1.000 UP share + cash valuing NS at $320 per share at 7/16 ( 25% premium), with $2.5B RTF, three NS directors on the combined board (incl. Anderson & George), and request for a July 24 joint confirmation due to market rumors. (UP also received an inbound from Party A the same day.) July 23: NS board indicated amenability to proceed on UPs Final Proposal, parties agreed to short-term exclusivity. July 24: Mutual exclusivity through July 29, joint press release confirming advanced discussions. July 2228: Skadden and Wachtell negotiated definitive merger agreement, parallel governance, regulatory, and synergy discussions continued. NS Board: Received BofA fairness opinion that the first-merger consideration is fair, unanimously approved and recommended the merger agreement. UP Board: Received fairness opinions from Morgan Stanley and Wells Fargo that consideration to be paid by UP is fair, unanimously approved merger agreement and share issuance for UP shareholders. July 28, 2025: Merger agreement executed. July 29, 2025: Joint press release announcing the signed agreement;

>50% vote target; >50% vote acquiror; HSR expiry; Surface Transportation Board (STB);

NWE

BKH

NorthWestern Energy Group

Black Hills Corp.

19-August-25

15-November-26

Merger

Friendly

Utilities

0.00000

0.98000

66.65000

6844.94824

0.07670

3.29318

-1.67207

0.01

0.66

0.00000

69.70318

66.41000

5.29019

0.08371

348

Greenhill

GS

Morgan

Faegre

Definitive agreement; NorthWestern Energy Group, Inc., doing business as NorthWestern Energy, provides essential energy infrastructure and valuable services that enrich lives and empower communities while serving as long-term partners to our customers and communities. We work to deliver safe, reliable, and innovative energy solutions that create value for customers, communities, employees, and investors. We do this by providing low-cost and reliable service performed by highly-adaptable and skilled employees. We provide electricity and / or natural gas to approximately 800,000 customers in Montana, South Dakota, Nebraska, and Yellowstone National Park; Increased scale and business line diversity to result in a stronger, more resilient platform to safely, reliably, and cost-effectively meet customers rising energy needs; Merger expected to be accretive to each companys EPS in the first year following the close of transaction; Combined company supports an increased long-term EPS target growth rate of 5% to 7%; Contiguous service territory with attractive growth profile expected to provide additional investment opportunities beyond each companys current capital investment plan; Strong and predictable earnings and cash flows with more efficient access to capital to be credit-enhancing and support a high-quality credit profile, an enhanced ability to invest in critical infrastructure, and a strong and growing dividend; Veteran leadership team and complementary cultures with shared commitments to safety, reliability, and exceptional customer service provided by a highly skilled workforce; Upon completion of the merger, Black Hills shareholders will own approximately 56% and NorthWestern shareholders will own approximately 44% of the combined company on a fully diluted basis; The combined company will serve approximately 2.1 million customers across eight contiguous states -- Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota, and Wyoming; The transaction is expected to close in 12 to 15 months, subject to customary closing conditions, clearance under the Hart-Scott Rodino Act, approval from each companys shareholders, and regulatory approvals, including approval from commissions in the three states in which both companies operate (Montana, Nebraska, South Dakota) and in Arkansas if required, as well as the Federal Energy Regulatory Commission; Valuation: 15.5x EPS (2026E), 10.4x EBITDA (2026E), 4.13x sales (2026E); Outside date August 18, 2026 (or such alternative date as may be agreed by the parties), which date may be extended by three months up to two times, until as late as February 18, 2027; Signed CA April 2, 2025;

>50% vote target; >50% vote acquiror; HSR expiry; FERC; Montana PSC; Nebraska PSC; South Dakota PUC;

ODP

The ODP Corporation

Atlas Holdings

22-September-25

31-December-25

Merger

Friendly

Retail

28.00000

0.00000

27.98000

1603.35205

0.34486

0.03000

-7.15000

0.01

0.00

0.00000

28.00000

27.97000

0.02000

0.00904

29

JPMorgan

Lazard

Simpson

Willkie

Definitive agreement; The ODP Corporation is a leading provider of products, services and technology solutions to businesses and consumers; Atlas Holdings owns and operates a global family of manufacturing and distribution businesses; The Board of Directors of The ODP Corporation unanimously approved the transaction, which is expected to be completed by the end of 2025. The transaction is subject to customary closing conditions, including regulatory approvals and approval by The ODP Corporation shareholders; Valuation: 9.7x EPS (2026E), 6.3x EBITDA (2026E), 0.24x sales (2026E); Outside date June 22, 2026 (automatically extended to September 22, 2026, then December 22, 2026); Signed CA December 16, 2024; Background: ODPs board routinely reviewed strategy and alternatives. J.P. Morgan was formally engaged Dec 19, 2024 as lead financial advisor, with Simpson Thacher as counsel. OctNov 2024: Party A & Party B floated a joint acquisition idea (no price), signed NDAs in Nov. Dec 2024: Party C expressed interest (no NDA then). Atlas (an investor in ODP) contacted ODP, NDA signed Dec 16 (Atlas/affiliates owned ~2.61% plus swaps). Atlas began diligence. Feb 11, 2025: Atlas submitted a non-binding $30.00 cash offer (vs. $20.39 prior close). Feb 12: Board reviewed, asked for updated projections (FY25FY29) and signaled a need for higher value after diligence. Late FebMar: Ongoing Atlas diligence, Party D (owner of a direct competitor) expressed interestflagged as high antitrust risk, NDA with Party D on Mar 14 and antitrust workstream started. Apr 2: U.S. tariff announcement drove market volatility. Apr 7: Atlas paused, floated $21.25 verbally, board paused Atlas talks. Apr 1622: Board authorized broad outreach, J.P. Morgan contacted 24 parties (2 strategic, 22 financial), 14 signed NDAs. May 7: Q125 results out. May 16: Atlas reiterated $21.25. Late MayJune: Party F, G, H submitted, Party Fs (highest) topped Atlass May level. Party Ds proposal deemed to under-allocate antitrust risk. Jul 8: Atlas revised to $23.25, Jul 17: to $23.50 with aggressive terms (5% termination fee + expenses, limited remedies). Party G bid above $23.50 with its own term asks, Party H dropped. Jul 22: Board declined to proceed at then-current valuations, waited for Q2 (Aug 6) and pressed bidders. Aug 9: Party J bid with a range (high end > $23.50). Aug 18: Party K bid (based on public info) above $23.50, NDA Aug 21. Aug 1114: Board told Atlas, Party G, Party J it viewed ~$28/share cash as appropriate and asked for improved proposals. Sept 10: Atlas submitted $28.00 all-cash (highest), Party K came in below earlier, Parties G and J did not revise. Sept 12: Board authorized negotiation with Atlas (no exclusivity), legal terms negotiated (fees, remedies, regulatory obligations). Sept 21: J.P. Morgan delivered a fairness opinion (dated Sept 22). Board unanimously approved the merger agreement and recommendation. Sept 22, 2025: ODP, Parent and Merger Sub executed and announced the merger at $28.00 per share in cash;

>50% vote target; HSR expiry (filed Oct 7 2025, attained Nov 6 2025);

PCH

RYN

PotlatchDeltic

Rayonier

14-October-25

15-April-26

Merger

Friendly

Industrial

0.00000

1.73390

38.67000

4491.07861

0.07848

-1.78226

-4.46153

0.03

0.00

0.00000

36.81774

38.60000

-1.38404

-0.09467

134

BofA

MS

Latham

Wachtell

Definitive agreement; PotlatchDeltic is a leading Real Estate Investment Trust (REIT) with ownership of 2.1 million acres of timberlands in Alabama, Arkansas, Georgia, Idaho, Louisiana, Mississippi, and South Carolina; Merger of equals; Upon completion of the transaction, the combined company will become the second-largest publicly traded timber and wood products company in North America and will be well-positioned to capitalize on an improving housing market as well as opportunities in higher-and-better-use (HBU) real estate and land-based / natural climate solutions; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, PotlatchDeltic shareholders will receive 1.7339 common shares of Rayonier for each share of common stock of PotlatchDeltic; Upon closing of the transaction, Rayonier shareholders will own approximately 54% and PotlatchDeltic shareholders will own approximately 46% of the combined company; Together, the combined company will have a productive and diverse timberland portfolio comprising approximately 4.2 million acres, including 3.2 million acres in the U.S. South and 931,000 acres in the U.S. Northwest. In addition, the company will operate seven wood products manufacturing facilities, including six lumber mills with total capacity of 1.2 billion board feet and one industrial plywood mill. The transaction will also combine two highly complementary and successful real estate businesses with a strong track record of rural HBU premium realizations and significant long-term upside from value-add real estate development projects in Arkansas, Florida, and Georgia. The combination is further expected to provide robust opportunities and an enhanced platform to drive growth in land-based and natural climate solutions; The combined company expects to realize approximately $40 million of annual synergies, driven by a combination of corporate and operational overhead cost savings; The transaction is expected to close in late first quarter or early second quarter of 2026. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both Rayoniers shareholders and PotlatchDeltics shareholders; Outside date July 13, 2026, subject to an automatic extension of 90 calendar days in order to obtain required regulatory approvals; Signed clean team agreement Sept 18 2025; Signed CA Sept 3 2025; Valuation: 48.1x EPS (2026E), 15.6x EBITDA (2026E), 4.0x sales (2026E);

>50% vote target; >50% vote acquiror; HSR expiry;

PGRE

RITM

Paramount Group, Inc.

Rithm Capital Corp.

17-September-25

19-December-25

Merger

Friendly

Real Estate

6.60000

0.00000

6.59000

5914.90820

0.38075

0.02000

-1.80000

0.01

0.01

0.00000

6.60000

6.58000

0.01000

0.03314

17

BofA

UBS / Citi

Latham

Skadden

Paramount Group, Inc. is a vertically-integrated real estate investment trust that owns, operates, manages, and redevelops Class A office properties in New York City and San Francisco. Paramounts portfolio includes 13 owned and 4 managed high quality office assets, totaling more than 13.1 million square feet, 85.4% of which is currently leased as of June 30, 2025; Rithm expects to fund the transaction with a combination of cash and liquidity from Rithms balance sheet and potential opportunities from co-investors. The addition of the Paramount portfolio will create new opportunities for investors to access Rithms real estate platform and bolster Rithms asset management business; After an extensive process and evaluation of a range of strategic alternatives, we are pleased to have reached this agreement which will deliver immediate, full and fair value to our shareholders; The transaction is expected to close in late Q4 2025, subject to customary closing conditions, including the approval of Paramounts common stockholders; Outside date March 17, 2026; Pursuant to the terms of the Merger Agreement, Paramount and its subsidiaries may declare and pay dividends to its stockholders in order for Paramount and its subsidiaries to maintain its qualification as a real estate investment trust (REIT). Any such dividend would result in an offsetting decrease to the Paramount Merger Consideration and the Partnership Merger Consideration. No such dividend is currently anticipated; Valuation: 15.9x FFO (2026E), 19.5x EBITDA (2026E), 8.7x sales (2026E); Announced strategic alternatives May 19 2025; Background: Initial Outreach and Bidding Process: Between late May and early June 2025, BofA contacted 28 potential counterparties, including financial sponsors and strategic buyers. 23 confidentiality agreements were executed (JuneAugust 2025), with bidders granted access to a virtual data room. The Transaction Committee advanced Parent, Consortiums A & B, Strategic C, and Sponsor C to the second round. Second-Round Process (AugustSeptember 2025): Second-round materials, including an auction draft merger agreement, were released on August 5. The Board focused on Parent and Consortium B, while dropping Consortium A. Negotiations and Final Proposals: Parent delivered multiple clean merger drafts with no financing conditions and specific performance rights. Sponsor A (formerly part of Consortium B) later submitted a solo proposal at $7.15 per share, backed by non-cash collateral instead of financing commitmentsraising major enforceability and certainty concerns. After weighing price vs. certainty, the Board favored Parent. On September 17, 2025, the Board approved the merger with Parent at $6.60 per share in cash, based on BofAs fairness opinion. The Merger Agreement was executed before market open the same day, followed by a joint press release;

>50% vote target;

PLYM

Plymouth Industrial REIT, Inc.

Makarora Management LP / Ares Alternative Credit funds

27-October-25

04-February-26

Merger

Friendly

Real Estate

22.00000

0.00000

21.98000

2100.00000

0.50273

0.03000

-7.33000

0.01

0.00

0.00000

22.00000

21.97000

0.02000

0.00520

64

KeyBanc / JPMorgan

Moelis / Citi

Morrison / Alston

Greenberg / Simpson / Latham / Kirkland / Dechert

Definitive merger agreement; Plymouth Industrial REIT, Inc. is a full service, vertically integrated real estate investment company focused on the acquisition, ownership and management of single and multi-tenant industrial properties. Our mission is to provide tenants with cost effective space that is functional, flexible and safe; Makarora Management LP is a New York-based investment management firm established in 2024 and led by senior professionals with extensive experience investing through global property market cycles. The Firm seeks to provide differentiated capital solutions to the commercial real estate sector spanning a wide range of investments, including opportunistic credit, structured capital, and equity; The purchase price represents a premium of approximately 50% to Plymouths unaffected closing common stock price on August 18, 2025, the last trading day prior to the filing of a Schedule 13D by affiliates of Sixth Street Partners, LLC disclosing a non-binding proposal to acquire all of the outstanding shares of Plymouths common stock; The transaction, which has been unanimously approved by Plymouths Board of Directors, is expected to close in early 2026, subject to approval by Plymouths shareholders and other customary regulatory approvals and other closing conditions; Plymouth intends to conduct a 30-day go-shop period that will expire at 11:59 PM ET on November 23, 2025, which permits Plymouth and its financial advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties; Plymouth will pay its previously announced third quarter dividend on October 31, 2025 and will pay dividends as reasonably necessary for the Company to maintain its status as a real estate investment trust for tax purposes and to avoid incurring any entity level income or excise tax, but Plymouth may not pay any other dividends during the term of the Merger Agreement; Valuation: 11.0x FFO (2026E), 12.0x AFFO (2026E), 13.92x EBITDA (2026E), 2.64% cap rate; 9.7x sales (2026E); Outside date July 24, 2026;

>50% vote target;

PRA

ProAssurance Corporation

The Doctors Company

19-March-25

13-January-26

Merger

Friendly

Insurance

25.00000

0.00000

23.91000

1300.00000

0.60875

1.12000

-8.34000

0.04

0.12

0.00000

25.00000

23.88000

1.11000

0.48416

42

GS

Houlihan / Howden

Simpson / Willkie

Mayer

Definitive agreement; ProAssurance Corporation is a specialty insurer with extensive expertise in medical liability, products liability for medical technology and life sciences, and workers compensation insurance; The Doctors Company, the nations largest physician-owned medical malpractice insurer; Addition of ProAssurance Corporation fortifies the promise of The Doctors Company to the medical professional liability market for generations to come; The Board of Directors of ProAssurance has unanimously approved the transaction, and resolved to recommend that its shareholders approve the agreement; The transaction is expected to close in the first half of 2026, and is subject to customary closing conditions, including approval by ProAssurances stockholders and the receipt of regulatory approvals; The transaction is not subject to a financing condition; Valuation: 23.4x EPS (2026E), 15.0x EBIT (2026E), 1.15x sales (2026E), 1.06x BV, 1.12x TBV; Outside date September 19, 2026;

>50% vote target; HSR expiry (attained July 2 2025); Insurance approvals;

PRO

PROS Holdings, Inc.

Thoma Bravo

22-September-25

11-December-25

Merger

Friendly

Tech

23.25000

0.00000

23.23000

1400.00000

0.41682

0.03000

-6.81000

0.03

0.00

0.00000

23.25000

23.22000

0.02000

0.03553

9

Qatalyst

Evervore

DLA

Kirkland

Definitive agreement; PROS Holdings, Inc. is a leading provider of AI-powered SaaS pricing and selling solutions; This transaction is the culmination of a strategic review process undertaken by the PROS Board of Directors that included discussion with a number of parties; The transaction, which has been unanimously approved by the Board of Directors of PROS, is expected to close in the fourth quarter of 2025, subject to approval by PROS shareholders, the satisfaction of regulatory approvals and customary closing conditions; Valuation: 27.9x EPS (2026E), 24.6x EBITDA (2026E), 3.5x sales (2026E); Outside date September 22, 2026; Signed CA August 15, 2025; Background: First market check (2023): Hired Qatalyst Partners - contacted 19 parties (11 sponsors, 8 strategics). 12 NDAs, 10 management meetings, no acquisition offers for the whole company. Process ended July 2023. Second market check (late 2024Feb 2025): After unsolicited interest in 2024, Board re-engaged Qatalyst and formed an ad-hoc Transaction Committee (four independent directors). Contacted 12 parties (8 sponsors, 4 strategics), 8 NDAs (+5 select portfolio cos). Jan 2025: five preliminary indications: Thoma Bravo: whole-company at $27$30/sh (later $30$33, then $31 verbal on Feb 24). Four others: partial asset bids only (travel or B2B units) with lower implied value vs whole-co. Feb 27, 2025: Thoma Bravo withdrew citing macro uncertainty, no other whole-co bids process concluded. Intervening period (MarApr 2025): Stock fell ~33% amid tariffs impact on customers, scrutiny of algorithmic pricing/AI, SaaS valuation compression, and a CEO transition. Unsolicited re-approach and Board response (AprAug 2025): Apr 16, 2025: Thoma Bravo + portfolio co. Conga offered $24.00/sh (46% premium to prior close). May 8: Board declined to engage then, opted to focus on standalone plan and incoming CEO Jeff Cotten (effective Jun 2). JunJul: Thoma Bravo reiterated interest, Party A (activist-leaning sponsor) surfaced with potential acquisition interest. Aug 56: Given Party As outreach and Thoma Bravos interest, Board: Approved engaging Party A under NDA and running a renewed, confidential market check in parallel. Renewed market check (AugSep 2025): Contacted 9 parties (8 sponsors incl. Thoma Bravo & Party A, 1 strategic Party B). 7 parties (+Conga) signed NDAs (no dont ask, dont waive). First-round bids (Sep 89, 2025): Thoma Bravo: $22.00/sh with full equity commitment (unique among bidders). Party A: $20.00/sh. Party C: $23.00$24.00/sh (range). Party D: $23.00$24.00/sh. Party B: interested but unable to meet timeline. Late-stage movements (Sep 1620, 2025): Party D withdrew (regulatory uncertainty). Party B still unlikely to bid on schedule. Party A suggested it might reach $22.50 (no formal new bid). Party C reduced to $21.50 pending more work (needed 1 week). Thoma Bravo delivered a signed-ready package on Sep 20: $23.00/sh, revised documents, and full equity backstop, ready to sign before market open Sep 22. Board reviewed and approved the Ten-Year Forecast for valuation use, instructed Qatalyst to seek $24.00. Thoma Bravo countered with best-and-final $23.25/sh, maintaining exclusivity requirement. Sep 21: Board assessed final terms, concluded other parties unlikely to top $23.25, authorized exclusivity with Thoma Bravo to Sep 22. Sep 22: Qatalyst delivered its fairness opinion that $23.25/sh is financially fair (subject to stated assumptions). Board unanimously approved the Merger Agreement and recommended stockholder adoption. Pre-market Sep 22, 2025: Merger Agreement executed, press release issued;

>50% vote target; HSR expiry (filed Oct 24 2025, attained Nov 24 2025); German FCO (filed Oct 21 2025); Australia ACCC (filed Oct 23 2025);

QRVO

SWKS

Qorvo

Skyworks

28-October-25

31-March-27

Merger

Friendly

Tech

32.50000

0.96000

89.75000

10119.17188

0.14302

5.70560

-6.21195

0.08000

0.01

0.48

0.00000

95.24560

89.54000

8.36486

0.06967

484

Centerview

Qatalyst / GS

Davis

Skadden

Definitive agreement; Qorvo is a leading global provider of connectivity and power solutions; Combines complementary product and technology portfolios and world-class engineering capabilities, creating R&D scale to deliver innovative RF solutions; Advances U.S. manufacturing position and improves factory utilization across manufacturing footprint; Immediately and meaningfully accretive to non-GAAP EPS post-close, with $500 million or more of annual cost synergies within 24-36 months post-close when the companies are fully integrated; Upon closing, Skyworks shareholders will own approximately 63 percent of the combined company, while Qorvo shareholders will own approximately 37 percent; Skyworks plans to fund the cash portion of the transaction using a combination of cash on hand and additional financing. Skyworks has obtained debt financing commitments from Goldman Sachs Bank USA. The transaction is not subject to any financing conditions; The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in early calendar year 2027, subject to the receipt of required regulatory approvals, approval of Skyworks shareholders and Qorvo shareholders and the satisfaction of other customary closing conditions; Starboard Value LP, an approximately 8%shareholder of Qorvo, has signed a voting agreement in support of the transaction; Outside date April 27, 2027, which date may be extended to July 27, 2027 and to October 27, 2027; Signed CA April 8, 2025; Signed Clean Room Agreement October 13, 2025; Valuation: 15.2x EPS (2026E), 10.5x EBITDA (2026E), 2.60x sales (2026E);

>50% vote target; >50% vote acquiror; HSR expiry; UK CMA; EC; China SAMR;

REVG

TEX

REV Group

Terex Corporation

30-October-25

31-March-26

Merger

Friendly

Manufacturing

8.71000

0.98090

56.30000

3176.38818

0.06070

0.73448

-2.52023

0.04

0.23

0.00000

56.87448

56.14000

1.20314

0.06720

119

JPMorgan

Barclays

Davis

Fried / Pryor

Definitive merger agreement; REV Group companies are leading designers and manufacturers of specialty vehicles and related aftermarket parts and services, which serve a diversified customer base, primarily in the United States, through two segments: Specialty Vehicles and Recreational Vehicles. The Specialty Vehicles Segment provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus) and commercial infrastructure (terminal trucks and industrial sweepers). REV Group Recreational Vehicle Segment manufactures a variety of RVs, from Class B vans to Class A motorhomes; Creates a scaled specialty equipment manufacturer with complementary, leading brands in attractive, low cyclical, highly resilient and growing end markets; Unlocks significant value-creating synergies of $75 million of run-rate value in 2028 with approximately 50% achieved twelve months after closing; Resulting organization will feature low capital intensity, an attractive leverage profile, an efficient cost base with resilient and predictable earnings and free cash flow to enable profitability enhancing and growth investments; Upon closing, Terex shareholders will own approximately 58%, while REV Group shareholders will own approximately 42%, of the combined companys fully diluted shares on a pro forma basis; The transaction is expected to close in the first half of 2026, subject to approval by both companies shareholders, required regulatory clearance, and satisfaction of other customary closing conditions; Outside date April 29, 2026 (subject to two potential extensions to July 29, 2026 and October 29, 2026 if the required regulatory waiting periods have not expired or required regulatory approvals have not been received but all other conditions to closing have been satisfied or waived; Valuation: 18.1x EPS (2026E), 11.5x EBITDA (2026E), 9.1x Adj EBITDA after synergies (2026E), 1.20x sales (2026E);

>50% vote target; >50% vote acquiror; HSR expiry; Competition Canada; Mexico COFECE;

RNA

NVS

Avidity Biosciences, Inc.

Novartis AG

26-October-25

31-March-26

Merger

Friendly

Biotech

72.00000

0.00000

71.53000

11000.00000

0.46490

2.05618

-21.29404

0.04

0.09

1.57618

73.57618

71.52000

2.04618

0.09037

119

GS / Barclays

Kirkland

Definitive merger agreement; Avidity Biosciences, Inc. is a biopharmaceutical company committed to delivering a new class of RNA therapeutics called Antibody Oligonucleotide Conjugates ("AOCsTM") to profoundly improve peoples lives; Unanimously approved by the Boards of Directors of both companies; The acquisition will follow the separation of Aviditys early-stage precision cardiology programs into SpinCo, which is expected to be a publicly traded company; Pursuant to the terms of the merger agreement, holders of Avidity common stock will receive USD 72.00 per share in cash at closing, representing a premium of approximately 46% over Aviditys closing share price on October 24, 2025 of USD 49.15 and approximately 62% over Aviditys October 24 closing 30-day volume weighted average price of USD 44.42, and valuing the company at approximately USD 12.0 billion on a fully diluted basis. Avidity stockholders will also receive consideration for the separation of the SpinCo business; Novartis will acquire Aviditys programs and pipeline in neuroscience and gain access to its differentiated RNA-targeting delivery platform. The agreement includes three late-stage clinical development programs: delpacibart zotadirsen (del-zota) for the treatment of Duchenne muscular dystrophy (DMD), delpacibart etedesiran (del-desiran) for the treatment of myotonic dystrophy type 1 (DM1) and delpacibart braxlosiran (del-brax) for the treatment of facioscapulohumeral muscular dystrophy (FSHD); SpinCo will focus on Aviditys early-stage programs in precision cardiology. Key programs include AOC 1086 and AOC 1072, which target rare genetic cardiomyopathies, including phospholamban (PLN) and Protein Kinase AMP-activated non-catalytic subunit Gamma 2 ("PRKAG2") Syndrome, respectively. SpinCo will also encompass collaborations with Bristol Myers Squibb and Eli Lilly and Company and hold rights to continue the development of Aviditys proprietary platform, including next-generation technology improvements, for applications in the cardiology field; Prior to the closing of the merger, Avidity will transfer to SpinCo, currently a wholly owned subsidiary of Avidity, the early-stage precision cardiology programs and collaborations of Avidity. Holders of Avidity common stock will receive (1) a distribution of one share of SpinCo for every ten shares of Avidity they hold and/or (2) a pro rata cash distribution of the proceeds received by Avidity prior to the closing if certain SpinCo assets are, or SpinCo itself is, sold to a third party. SpinCo is expected to begin trading as a new public company following the spin-off and capitalized with $270 million in cash; The acquisition by Novartis of Avidity is subject to the completion of the separation of SpinCo and other customary closing conditions, including the receipt of regulatory approvals and the approval of Aviditys stockholders. The companies expect the transactions to close in the first half of 2026; Transaction strengthens neuroscience franchise for Novartis with three late-stage programs that address genetic neuromuscular diseases; Advances the Novartis xRNA strategy by adding a scientifically robust, muscle-directed, Antibody Oligonucleotide Conjugates (AOCsTM) platform and first-in-disease pipeline; Expected to unlock multi-billion-dollar opportunities with planned product launches before 2030; Raises expected 2024-2029 sales CAGR for Novartis from +5% to +6%, and bolsters mid-single digit long-term growth; Outside date July 27, 2026 (automatically extends to October 26, 2026); Signed CA July 15, 2025 (amended July 27, 2025); Background: July 3, 2025: Novartiss CEO (via its BD head) approached the Company with a non-binding $52/share all-cash proposal (77% premium, ~$7.4B equity value). The Board viewed this as undervaluing the Company. July 9, 2025: After rejection, Novartis increased its non-binding offer to $60/share (~$8.5B). The Board again felt this undervalued the Company but agreed to a meeting under a standstill NDA to explain its standalone value. July 2122, 2025: Novartis orally then in writing proposed $70/share (~$10B) conditioned on four weeks of exclusivity and further diligence. The Board refused exclusivity at that price, agreed to provide diligence and authorized outreach to seven other potential acquirors (Parties AG) to test the market. Several parties signed NDAs and took meetings, but by mid-August none submitted a competing bid - some bowed out due to timing, valuation, or regulatory concerns. Late JulyAugust 2025: Novartis received VDR access and conducted extensive diligence. August 6, 2025: A Financial Times article reported early-stage talks, pushing the stock from about $38 to $48 in a day. Novartis then signaled it needed more time and wanted execution of any definitive agreement conditioned on resolution of certain diligence issues. On August 29, 2025, Novartis delivered an oral best and final indication above $70/share, but still conditioned signing on addressing those diligence items to its satisfaction. The Company viewed this conditionality as unacceptable for deal certainty, terminated discussions and VDR access, and decided to proceed with its planned equity raise. September 1015, 2025: After announcing very strong one-year del-zota data in EXPLORE44 / EXPLORE44-OLE, the Company launched and closed an upsized public offering of 17.25 million shares at $40/share, raising $690 million gross, to fund its late-stage programs, commercial build-out, platform R&D and general corporate purposes. Around this time, Party C informally reiterated interest in the Companys programs but did not indicate an intent to bid. September 1921, 2025: Novartis returned with a non-binding, best and final proposal of $72/share in cash, plus additional potential value through a SpinCo holding non-core and early-stage assets and follow-on programs. However, Novartis again sought pre-signing resolution of certain diligence matters. The Board authorized renewed engage

>50% vote target; HSR expiry (filed Nov 21 2025);

RPTX

Repare Therapeutics Inc.

XenoTherapeutics, Inc.

14-November-25

13-January-26

Plan

Friendly

Biotech

1.82000

0.00000

2.17000

78.23407

0.10303

-0.29000

-0.46467

0.00250

0.03

0.00

0.05000

1.87000

2.16000

-0.30000

-0.72733

42

Leerink

RBC

Cooley / Stikeman

Blakes / Xeno

Definitive arrangement agreement; Repare Therapeutics Inc. is a clinical-stage precision oncology company; XenoTherapeutics, Inc. and Xeno Acquisition Corp. (jointly, Xeno) is a non-profit biotechnology company; Transaction expected to close in the first quarter of 2026; In addition, each Repare shareholder will also receive one non-transferable contingent value right (each, a CVR) for each Common Share that entitles the holder to receive certain cash payments, including: 100% of certain additional receivables that may be received by Repare within ninety (90) days following the Closing (net of certain permitted deductions incurred in connection therewith), A percentage of the net proceeds received from Repares existing partnerships with Bristol-Myers Squibb, Debiopharm and DCx Biotherapeutics, as follows: (i) 90% received from the Closing date until the 2nd anniversary thereof, (ii) 85% received from the 2nd anniversary of the Closing date until the 4th anniversary of the Closing date, (iii) 80% received from the 4th anniversary of the Closing date until the 6th anniversary of the Closing date, and (iv) 75% received from the 6th anniversary of the Closing date until the 10th anniversary of the Closing date, 100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repares product candidates and/or intellectual property related to Repares RP-1664 program, RP-3500 (Camonsertib) program, or any other license or disposition of Repares product candidates or research programs if such license or disposition is entered into prior to the Closing date, 100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repares Pol program, RP-3467, to any person with whom negotiations were initiated prior to the Closing date, and 50% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repares product candidates and/or intellectual property that occurs within 10 years following the Closing date if such license or disposition is entered into following the Closing date; The Transaction will be implemented by way of court-approved plan of arrangement under the Business Corporations Act (Quebec) and will require the approval of at least: (i) 66 23% of the votes cast by Repare shareholders, and (ii) a majority of the votes cast by Repare shareholders excluding votes held by certain interested parties required to be excluded pursuant to Multilateral Instrument 61-101, at a special meeting to be held to consider and approve the Transaction (the Special Meeting). In addition to shareholder approval, the Transaction is subject to the approval of the Superior Court of Quebec and other customary closing conditions. The Transaction is expected to close in the first quarter of 2026; Each of the directors and senior officers of the Company, who currently collectively own approximately 0.25% of the outstanding Common Shares, have entered into support and voting agreements pursuant to which they have agreed to vote all of the securities beneficially owned by them in favor of the Transaction; The Board will unanimously recommend that shareholders vote in favor of the Transaction at the Special Meeting; Outside date May 14, 2026;

66 2/3 vote target; Majority of minority vote target;

SCS

HNI

Steelcase Inc.

HNI Corporation

04-August-25

10-December-25

Merger

Friendly

Industrial

7.20000

0.21920

16.25000

2200.00000

0.79724

-0.00992

-7.20501

0.05000

0.03

0.00

0.00000

16.22008

16.23000

-0.01000

-0.02772

8

GS / BofA

JPMorgan

Skadden

Davis

Definitive agreement; Steelcase (NYSE: SCS) is a global design and thought leader in the world of work. Our purpose is to help the world work better. Along with more than 30 creative and technology partner brands, we research, design and manufacture furnishings and solutions for many of the places where work happens including offices, homes, and learning and health environment; Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company; With recent experience in M&A execution and a disciplined integration approach, HNIs proven ability to successfully combine core capabilities and deliver cost synergies will maximize the new organizations future success. Annual run-rate synergies are expected to total $120 million when fully mature. The company projects the combination will be highly accretive to non-GAAP earnings per share beginning in 2027; The transaction, which is expected to close by the end of calendar year 2025, is subject to approval by HNI and Steelcase shareholders, the receipt of required regulatory clearances, and the satisfaction of other customary closing conditions; In support of the transaction, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. have executed a commitment letter to provide committed financing to HNI; Outside date May 4, 2026, subject to an automatic extension for up to three periods of three months under certain circumstances; Signed CA March 5, 2025; Valuation: 17.1x EPS (2026E), 8.3x EBITDA (2026E), 5.7x Adj EBITDA after synergies (2026E), 0.67x sales (2026E); Background: Initial Strategic Reviews (Mid-2024): Both Steelcase and HNI boards regularly reviewed strategic options to enhance shareholder value. On August 13, 2024, HNIs board formally discussed potential strategic transactions, including a combination with Steelcase, and directed management to analyze a possible deal. First Proposal (NovemberDecember 2024): October 2024: HNI hired J.P. Morgan as financial advisor. November 25, 2024: HNI delivered a non-binding proposal to acquire Steelcase for $6.90 cash + 0.1843 HNI shares per Steelcase share (implied $17.25 per share, 31% ownership of combined company). December 18, 2024: Steelcases board, advised by Goldman Sachs, BofA Securities, and Skadden, rejected the proposal as inadequate. Second Proposal (February 2025): February 10, 2025: HNI submitted a revised non-binding offer of $7.20 cash + 0.2192 HNI shares (implied $18.00 per share, 35% ownership). Steelcase began limited management meetings and signed a mutual confidentiality/standstill agreement in March 2025 to explore the proposal. Due Diligence and Negotiation Phase (MarchJune 2025): Multiple in-person meetings were held to review business plans, synergies, and financial projections. June 15, 2025: Steelcases board authorized additional due diligence and preliminary merger agreement negotiations to enable HNI to potentially improve its proposal. Third Proposal & Draft Merger Agreement (July 2025): July 2, 2025: HNI reaffirmed the February pricing ($7.20 cash + 0.2192 HNI shares; implied $18.41/share based on then-current HNI price) and proposed two Steelcase directors join HNIs board (Steelcase sought three). Negotiations covered termination fees, antitrust protections, equity award treatment, and Steelcases dual-class share structure. Termination fees evolved between 2.75%3.5% of equity value, with an antitrust-related termination fee ultimately set at 6%. Final Approvals (August 2025): August 3, 2025: Both boards met separately to review final terms. Goldman Sachs and BofA Securities (for Steelcase) and J.P. Morgan (for HNI) each delivered fairness opinions supporting the transaction. Steelcases board (with one director abstaining due to potential conflicts) and HNIs board unanimously approved the merger. Later that evening, Steelcase and HNI executed the Merger Agreement, along with related voting/support and Class B conversion agreements. The deal was publicly announced on August 4, 2025;

>50% vote target; >50% vote acquiror; HSR expiry (filed Aug 29 2025, pulled and refiled HSR Oct 1 2025, attained Oct 31 2025)

SEE

Sealed Air Corporation

CD&R

17-November-25

30-April-26

Merger

Friendly

Industrial

42.15000

0.00000

42.56000

10300.00000

0.15860

0.25000

-5.60214

0.01

0.04

0.00000

42.75000

42.50000

0.24000

0.01389

149

Evercore

BofA / BNP / Citi / GS / JPMorgan / Lazard / Mizuho / RBC / UBS

Latham

Kirkland / Debevoise

Definitive agreement; Sealed Air Corporation is a leading global provider of food and protective packaging solutions; Conclusion of review of strategic alternatives; The transaction, which has been unanimously approved by Sealed Airs Board of Directors, is expected to close in mid-2026, subject to the receipt of stockholder approval, regulatory clearances, and the satisfaction of other customary closing conditions; Under the terms of the agreement, Sealed Air can actively solicit additional acquisition proposals from third parties during a "go-shop" period of 30 days from the signing of the agreement, with an additional 15 days to negotiate a definitive agreement with qualifying parties. There can be no assurance that this solicitation process will result in a superior proposal, and Sealed Air does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required; Equity financing for the transaction has been committed by investment funds affiliated with CD&R and debt financing for the transaction has been committed by a group led by J.P. Morgan Securities LLC, BofA Securities, BNP Paribas Securities Corp, Goldman Sachs, UBS Investment Bank and Wells Fargo. Citi, Mizuho and RBC Capital Markets also provided committed financing to CD&R; Under the terms of the Merger Agreement, the Company is permitted to pay the dividend previously announced for payment on December 19, 2025, and may declare and pay regular quarterly dividends consistent with past practice, subject to the terms and conditions of the Merger Agreement; Signed CA August 22, 2025; Outside date November 16, 2026; Valuation: 12.5x EPS (2026E), 8.9x EBITDA (2026E), 1.91x sales (2026E);

>50% vote target; HSR expiry; EC; China SAMR;

SEMR

ADBE

Semrush Holdings, Inc.

Adobe

19-November-25

31-March-26

Merger

Friendly

Tech

12.00000

0.00000

11.85000

1624.30396

0.77515

0.16000

-5.08000

0.75000

0.04

0.03

0.00000

12.00000

11.84000

0.15000

0.03937

119

Centerview

Davis

Wachtell

Definitive agreement; Semrush is a leading online visibility management SaaS platform that enables businesses globally to run search engine optimization, advertising, content, social media and competitive research campaigns and get measurable results from online marketing. Semrush offers insights and solutions for companies to build, manage and measure campaigns across various marketing channels; The transaction has been approved by the Board of Directors of both Adobe and Semrush. The transaction is expected to close in the first half of 2026, subject to the receipt of required regulatory approvals and the satisfaction of other customary closing conditions, including the approval of Semrushs stockholders; Adobe has received commitments to vote in favor of the transaction from Semrushs founders and other stockholders representing over 75% of the voting power of Semrush; Outside date August 18, 2026, subject to an extension to November 18, 2026; Signed CA June 17, 2025; The market is fragmented: Semrush itself has only a modest share (~67 %) in the SEO/SEM tool market; Valuation: 28.7x EPS (2026E), 22.6x EBITDA (2026E), 3.18x sales (2026E); The merger partes do not compete horizontally and the transaction does not raise any antitrust issues;

>50% vote target; HSR expiry;

SHCO

Soho House & Co Inc.

MCR

18-August-25

31-December-25

Merger

Friendly

Consumer

9.00000

0.00000

8.83000

2700.00000

0.83299

0.18000

-3.91000

0.73500

0.01

0.04

0.00000

9.00000

8.82000

0.17000

0.27161

29

Citi / MS

Canaccord / LionTree

Sidley / Fried / Morris

Gibson

Definitive agreement; Soho House & Co is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use Soho House to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with Soho House through our global collection, as of June 29, 2025, of 46 Soho Houses, 8 Soho Works, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home our interiors and lifestyle retail brand and our digital channels; MCR is the 3rd largest hotel owner-operator in the United States. Founded in 2006, the firm, which has offices in New York City, London, Dallas, Chicago, and Richmond, Virginia, has a $5.0 billion portfolio of 150 premium-branded hotels operated under 31 brands. Today, MCR offers more than 25,000 guestrooms in 37 states and 107 cities; MCR Investors to make meaningful new money investment. Apollo to provide financing through a customized hybrid capital solution, with Goldman Sachs Alternatives continuing its financial support; SHCO Executive Chairman Ron Burkle and the Yucaipa Companies LLC (Yucaipa) will roll their controlling equity interests in the Company and retain majority control of the business; Under the terms of the agreements, MCR, the third largest hotel owner-operator in the United States, will become a shareholder of SHCO and Tyler Morse will join the Companys Board of Directors as Vice Chairman; Funds managed by affiliates of Apollo (Apollo Funds) are supporting the transaction through a hybrid capital solution, by providing additional capital in the form of debt and common equity, a portion of proceeds will be used to refinance the Companys existing Senior Secured Notes; Further new equity capital will be provided by a consortium of strategic investors led by prominent technology investor Ashton Kutcher, who will also join the Companys Board of Directors following completion of the transaction; Existing significant shareholders including Richard Caring, Nick Jones and Goldman Sachs Alternatives, will roll the majority of their shares of the common stock of the Company. Goldman Sachs Alternatives is also committing additional capital. Hybrid Capital at Goldman Sachs Alternatives has been invested in Soho House since 2021 and will continue to support the business through this transaction; Upon the unanimous recommendation of the Special Committee, the Board of Directors unanimously approved the proposed transaction; The proposed transaction is expected to close by the end of 2025, subject to regulatory approvals and other closing conditions, including the approval of the transaction by a majority of the votes cast by stockholders other than the new investors, the rollover stockholders, the Companys directors and executive officers and their respective affiliates; Outside date February 15, 2026; Certain entities controlled, managed and/or advised by Apollo Capital Management, L.P., Goldman Sachs Asset Management L.P. and their respective affiliates (the Lenders) have committed to provide certain subsidiaries of the Company with debt financing in an aggregate principal amount of $845 million on the terms and subject to the conditions set forth in debt commitment letters. A portion of the proceeds of such debt financing will be used to repay certain existing notes owned by affiliates of Goldman Sachs Asset Management L.P. and entities controlled, managed or advised by Goldman Sachs Asset Management L.P. or its affiliates in connection with the consummation of the transaction; Valuation: 14.5x EBITDA (2026E), 1.93x sales (2026E); Background: Strategic Alternatives: Since its 2021 IPO, Soho Houses board and Yucaipa (major shareholder chaired by Ron Burkle) regularly evaluated options such as share repurchases, partnerships, or a sale to enhance stockholder value. Party A Emerges: FebMar 2023: Yucaipa sounded out investors about a take-private deal, citing a lagging stock price. Sept 5, 2023: Party A offered $8.25 per share, a ~30% premium, conditioned on a special committee review and majority of the minority vote. Special Committee Formed: An independent committee engaged Morgan Stanley and outside counsel to evaluate offers. Party A raised its bid to $8.55 but later cut to $7.50 after due diligence, leading the committee to terminate talks in May 2024 due to inadequate price and limited investor interest. New Advisor: In early 2024 Yucaipa hired Citigroup to explore strategic alternatives and partial stake sales. Bruce Group Proposal: June 2024: Actor Ashton Kutcher, Dan Rosensweig, and associates (Bruce Group) preliminarily proposed $8.50 per share, later raising to $9.00 by August. SeptDec 2024: Bruce Group and affiliated investors signed NDAs, accessed projections, and conducted diligence. Final 2024 Proposal: Dec 16, 2024: Bruce Group submitted a definitive $9.00 per share offeran 81% premium to the then-trading priceconditioned on a special committee recommendation and majority-of-minority approval. Special Committee Established: On Dec 18, 2024, the board formed a new independent committee with full negotiating authority. Financial Performance: Soho House repeatedly missed EBITDA projections, increasing execution risk and limiting leverage in price negotiations. Investor Outreach & Rollovers: The Bruce Group sought significant rollover commitments from major holders (Yucaipa, Goldman Sachs, Richard Caring, Nick Jones) to reduce cash needs. Outreach to additional investors (MCR, Apollo, ACM, Party I/J/H, etc.) produced interest but no superior bids. As diligence progressed, Bruce Group members dropped out, reducing their equity commitment. Apollo emerged with an $820 million debt-and-equity package, later joined by Goldman Sachs and MCR. MCR ultimately became the largest cash equity investor ($200 million).Soho Ho

>50% vote target; Majority of minority vote; HSR expiry (filed HSR Sept 5 2025, attained Sept 29 2025);

SMLR

ASST

Semler Scientific, Inc.

Strive, Inc.

22-September-25

20-January-26

Merger

Friendly

Crypto

0.00000

21.05000

20.31000

1340.04675

2.10195

1.19050

-13.21609

0.04

0.08

0.00000

21.26050

20.07000

1.16745

0.52373

49

LionTree

Cantor

Goodwin

Davis

Definitive agreement; The combined company announces post-merger intention to explore monetizing or distributing Semler Scientifics historically profitable diagnostics business at a future date, with a new management team and expanded mandate in preventative diagnostics; The combined company would own over 10,900 Bitcoin prior to any additional Bitcoin raised from future financings, in addition to sufficient cash held in reserve to support future perpetual preferred offerings; The transaction has been unanimously approved by the boards of directors of Strive and Semler Scientific. Closing of the transaction is subject to the satisfaction of customary closing conditions; Outside date March 22, 2026; Signed CA September 19, 2025;

>50% vote target; HSR expiry;

SNV

PNFP

Synovus Financial Corp.

Pinnacle Financial Partners

24-July-25

01-January-26

Merger

Friendly

Industrial

0.00000

0.52370

49.77000

8600.00000

-0.03828

0.04351

0.05

0.00

0.00000

49.63351

49.59000

0.15929

0.03979

30

MS / Keefe

Centerview / Piper

Wachtell

Sullivan / Bass

Definitive agreement; Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $61 billion in assets. Synovus provides commercial and consumer banking and a full suite of specialized products and services, including wealth services, treasury management, mortgage services, premium finance, asset-based lending, structured lending, capital markets and international banking. As of June 30, 2025, Synovus has 244 branches in Georgia, Alabama, Florida, South Carolina and Tennessee; This transaction creates the highest-performing regional bank focused on the fastest-growth markets in the Southeast; The combined company, which will operate under the Pinnacle Financial Partners and Pinnacle Bank name and brand, will be led by a highly experienced team with a shared growth mindset; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, the shares of Synovus and Pinnacle shareholders will be converted into shares of a new Pinnacle parent company based on a fixed exchange ratio of 0.5237 Synovus shares per Pinnacle share. This exchange ratio represents a Synovus per share value of $61.18, a transaction value of $8.6 billion and an approximate 10% premium to Synovus on an unaffected basis; Following the close of the transaction, Synovus shareholders will own approximately 48.5% and Pinnacle shareholders will own approximately 51.5% of the combined company; The transaction is expected to be approximately 21% accretive to Pinnacles estimated operating EPS in 2027 with a rapid tangible book value per share earnback period of 2.6 years; The transaction is expected to close in the first quarter of 2026, subject to the receipt of required regulatory approvals, approval by Pinnacle and Synovus shareholders and the satisfaction of other customary closing conditions; $250 million of runrate net expense savings, or 10% of combined noninterest expense; Valuation: 9.7x EPS (2026E), 1.52x BV, 1.68x TBV; Outside date July 24, 2026 (automatically extended to October 24, 2026);

>50% vote target; >50% vote acquiror; Fed (attained Nov 25 2025); FDIC; Commissioner of the Tennessee Department of Financial Institutions and the Georgia Department of Banking and Finance;

SOHO

Sotherly Hotels Inc.

Kemmons Wilson Hospitality Partners / Ascendant Capital Partners

27-October-25

15-February-26

Merger

Friendly

Real Estate

2.25000

0.00000

2.18000

470.92349

1.52809

0.08000

-1.28000

0.01

0.06

0.00000

2.25000

2.17000

0.07000

0.16709

75

Piper

Berkadia

Frost

Bass / Milbank

Definitive merger agreement; Sotherly Hotels Inc. is a self-managed and self-administered lodging real estate investment trust, or REIT, that was formed in August 2004 to own, acquire, renovate and reposition full-service, primarily upscale and upper-upscale hotel properties located in primary markets in the mid-Atlantic and southern United States. The Company owns ten full-service, primarily upscale and upper-upscale hotels located in seven states with an aggregate of 2,786 hotel rooms, and interests in two condominium hotels and their associated rental programs; The Merger Agreement has been unanimously approved by Sotherlys full board of directors (the Board) following a unanimous recommendation from a special committee comprised of independent directors of the Board (the Special Committee); Affiliates of Apollo (NYSE: APO) and Ascendant provided debt financing commitments to the Joint Venture in connection with the transaction; Holders of Sotherlys 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, 7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, and 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock (collectively, the Preferred Stock) issued and outstanding immediately before the Effective Time (as defined in the Merger Agreement), shall be entitled to receive the Merger Consideration if the holder thereof elects to convert, subject to the terms and conditions contained in the Companys charter (including any articles supplementary) (the Charter), including the share cap as defined therein, their respective shares of Preferred Stock into shares of Common Stock after the closing of the Merger. If not converted, each share of the Preferred Stock shall be unaffected by the Merger and will remain outstanding in accordance with their respective terms as set forth in the Companys Charter; The Merger is expected to close in the first quarter of 2026, subject to approval by Sotherly stockholders and customary closing conditions. Andrew Sims, Sotherlys Chairman of the Board and one of the Companys largest stockholders, has agreed to vote all of his shares in favor of the transaction; Outside date April 22, 2026;

>50% vote target;

SOL

Emeren Group Ltd

Shurya Vitra Ltd.

19-June-25

31-December-25

Merger

Friendly

Infrastructure

2.00000

0.00000

1.75000

153.52200

0.12360

0.26000

0.36670

0.03

0.00

0.00000

2.00000

1.74000

0.25000

4.41781

29

Kroll

Morrison / Harney

DLA

Definitive Agreement and Plan of Merger; Emeren Group Ltd is a leading global solar project developer, owner, and operator; In connection with the Merger Agreement, Himanshu H. Shah has entered into an equity commitment letter with the Parent, pursuant to which the Mr. Shah committed to invest in the Parent at or immediately prior to the Effective Time an equity contribution solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger consideration and such other amounts required to be paid by Parent pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; The Companys board of directors (the "Board"), acting upon the unanimous recommendation of a committee of independent directors established by the Board (the "Special Committee"), approved the Merger Agreement and the Merger and resolved to recommend that the Companys shareholders vote to authorize and approve the Merger Agreement and the Merger; The Merger, which is currently expected to close during the third quarter of 2025, is subject to customary closing conditions including approval by the Companys shareholders of the Merger Agreement and the transactions contemplated by the Merger Agreement; Outside date December 31, 2025;

>50% vote target;

SPNS

Sapiens International Corporation N.V.

Advent

13-August-25

11-December-25

Merger

Friendly

Tech

43.50000

0.00000

43.29000

2500.00000

0.64027

0.22000

-16.76000

0.45510

0.02

0.01

0.00000

43.50000

43.28000

0.21000

0.21690

9

William

Citi

Latham

Kirkland / Herzog

Definitive agreement; Sapiens International Corporation N.V. is a global leader in intelligent SaaS-based software solutions to the insurance industry; Existing Sapiens shareholder Formula Systems (1985) Ltd. ("Formula") will retain a minority stake in the Company; Following a deliberate process, the Board of Directors approved this transaction; Advent has arranged committed debt and equity financing commitments for the purpose of financing the transaction, providing a high level of closing certainty. Funds advised by Advent have committed an aggregate equity contribution of $1.3 billion on the terms and subject to the conditions set forth in the signed equity commitment letters; The transaction is expected to close in Q4 2025 or Q1 2026, subject to the satisfaction of customary closing conditions, including approval by Sapiens shareholders and receipt of regulatory approvals; Sapiens Board of Directors, acting upon the recommendation of a special committee of the Board of Directors, has unanimously approved the Agreement and the transaction and resolved to recommend approval of the Agreement and the transaction by Sapiens shareholders; Outside date February 8, 2026, subject to an extension by either the Company or Parent to 5:00 p.m., Eastern Time, on April 9, 2026 in order to obtain required regulatory approvals; As of the date of the Support Agreement, the Rollover Shareholder is the record and beneficial owner of 24,314,766 Common Shares; Valuation: 28.5x EPS (2026E), 22.8x EBITDA (2026E), 4.1x sales (2026E); Blackstone Inc. and Goldman Sachs Group Inc.s asset management arm are leading a nearly $1 billion private debt deal to help fund Advent Internationals acquisition of Israeli software provider Sapiens International Corp; Signed NDA June 3, 2025; Bacground: Strategic Review and Sale Exploration (20232024): The Companys board regularly evaluated strategic options, including a potential sale, to enhance shareholder value. In May 2023, the board engaged William Blair to explore a sale process (2023 Process), contacting 21 financial sponsors and seven strategic parties. By October 2023, no bids were received. The process was suspended after the October 7, 2023 Hamas attacks in Israel. In January 2024, a joint $30/share take-private offer from Party A and Party B was withdrawn at the Companys request due to the conflict. The process was relaunched in February 2024 (2024 Process), but again no full-company bids materialized by March 2024. Re-Engagement and Renewed Interest (Late 2024Early 2025): Party D re-engaged in November 2024, signing a confidentiality agreement in December. Advent contacted the Company in January 2025, initiating discussions without a price. Party F also expressed interest and entered a confidentiality agreement in January 2025, but never made an offer. From January to April 2025, Advent and Party D conducted diligence; Party D ultimately withdrew in April. Advent Negotiations and Special Committee Formation (MayAugust 2025): May 11, 2025: Advent offered $42.00 per share (50% premium). May 15: Raised to $43.00 per share, requested exclusivity and no go-shop. May 19: Counteroffer of $43.50 led to Advents May 20 revised proposal at $43.50 with a 25% rollover by the Companys controlling shareholder. Exclusivity and Due Diligence: JuneAugust 2025: The Company entered successive exclusivity extensions with Advent while negotiating key terms. Issues included regulatory efforts standards, termination fees, treatment of equity awards, employee bonuses, and the rollover shareholders equity participation. Advent ultimately agreed to a hell or high water regulatory commitment, a 7% reverse termination fee for breaches, partial acceleration of equity awards, and payment of 2025 bonuses. The rollover shareholder agreed to exchange a portion of its shares for an ~18.6% stake in the post-merger entity. Finalization and Approval: Houlihan Lokey delivered a fairness opinion on August 12, 2025, confirming the $43.50 per share consideration was fair to unaffiliated shareholders. The Special Committee unanimously recommended, and the full board unanimously approved, the merger agreement. Later that evening (August 12, 2025), the Company and Advent executed the Merger Agreement. The transaction was announced publicly on August 13, 2025;

66 2/3 vote target; HSR expiry; South Africa (attained Oct 29 2025); EC (filed Oct 31 2025, deadline Dec 5 2025, attained Nov 26 2025);

SPR

BA

Spirit AeroSystems

The Boeing Company

01-July-24

08-December-25

Merger

Friendly

Industrial

0.00000

0.18615

39.01000

8300.00000

0.30245

-1.72000

-10.37000

0.02

0.00

0.00000

37.25000

38.97000

-1.70731

-0.93447

6

MS / Moelis

PJT / GS

Skadden

Sullivan

Definitive merger agreement; Spirit AeroSystems is one of the worlds largest manufacturers of aerostructures for commercial airplanes, defense platforms, and business/regional jets. With expertise in aluminum and advanced composite manufacturing solutions, the companys core products include fuselages, integrated wings and wing components, pylons, and nacelles; Spirit also announced today that it entered into a binding term sheet with Airbus SE [EUR: AIR.PA] ("Airbus"). Under the term sheet, the parties will continue to negotiate in good faith to enter into definitive agreements for Airbus to acquire certain Spirit assets that serve Airbus programs, concurrently with the closing of Spirits acquisition by Boeing; Under the terms of the definitive merger agreement with Boeing, Spirit shareholders will receive for each of their shares of Spirit common stock a number of shares of Boeing common stock equal to an exchange ratio calculated as $37.25 divided by the volume weighted average share price (VWAP) of Boeing common stock over the 15-trading-day period ending on the second trading day prior to the closing (the "Closing Price"), subject to a floor of $149.00 per share of Boeing common stock and a ceiling of $206.94 per share of Boeing common stock. Spirit shareholders will receive 0.25 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or below $149.00, and 0.18 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or above $206.94; The definitive merger agreement with Boeing and the term sheet with Airbus were unanimously approved by the Spirit Board of Directors; The closing under the definitive merger agreement with Boeing is subject to the completion of the divestiture of the Airbus businesses by Spirit and is subject to other closing conditions, including approval of the definitive merger agreement by Spirit shareholders and receipt of regulatory approvals; The closings of these transactions are expected to occur in mid-2025; In addition, Spirit plans to pursue the divestiture of certain operations. These include Spirits business and operations in (1) Subang, Malaysia, (2) Prestwick, Scotland that support Airbus programs, and (3) Belfast, Northern Ireland other than those that support Airbus programs; Outside date March 31, 2025, subject to three automatic three-month extensions if on each such date all of the closing conditions except those relating to regulatory approvals or the Airbus Transaction Condition have been satisfied or waived; Under the transaction terms set forth in the Airbus Term Sheet, Airbus would acquire from the Operating Company and its subsidiaries the Spirit Airbus Business, excluding any portions thereof to be acquired by third parties, and cash in the amount of $559 million (subject to downward adjustment if the acquisition by Airbus includes the Airbus Prestwick Business) for nominal consideration of $1.00, subject to working capital and other purchase price adjustments and additional adjustments, to be agreed between the parties prior to execution and delivery of the Definitive Agreements, to reflect the fair market value of specified assets of the Spirit Airbus Business to the extent they are to be acquired by Airbus rather than third parties; Valuation: 25.1x EPS (2025E), 10.1x EBITDA (2025E), 1.01x sales (2025); Apr 27 2025 entered into a definitive agreement with Airbus SE to transfer ownership of certain assets and sites involved in the production of Airbus aerostructures to Airbus, closing Q3 2025;

>50% vote target; HSR expiry (filed July 29 2024, received second request from the FTC on Aug 28 2024, Dec 3 2025 FTC announced consent order with divestitures); Completion of the divestiture of the Airbus businesses; UK CMA (launched phase 1 inquiry June 30 2025); EC (attained Oct 13 2025); Competition Canada; Morocco; Saudi Arabia; Ukraine; France FDI; UK FDI (attained Dec 5 2024); UK CMA (attained Aug 8 2025);

SSTK

GETY

Shutterstock

Getty Images Holdings, Inc.

07-January-25

30-April-26

Merger

Friendly

Consumer

9.50000

9.17000

19.20000

1325.28418

0.10040

4.19820

0.31000

0.02

0.00

0.00000

23.24820

19.05000

1.33763

0.18085

149

Allen

Berenson / JPMorgan

White

Skadden

Definitive merger agreement; Merger of equals; Shutterstock, Inc. is a premier partner for transformative brands, digital media and marketing companies, empowering the world to create with confidence. Fueled by millions of creators around the world and a fearless approach to product innovation, Shutterstock is the leading global platform for licensing from the most extensive and diverse collection of high-quality 3D models, videos, music, photographs, vectors and illustrations; Merged company will be well-positioned to meet the evolving needs of creative, media, and advertising industries through combined investment in content creation, event coverage, and product and technology innovation; Expected annual cost synergies between $150 million and $200 million by year three; Expected to be accretive to earnings and cash flow beginning in year two; Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Shutterstock stockholders at close can elect to receive one of the following: $28.84870 per share in cash for each share of Shutterstock common stock they own, 13.67237 shares of Getty Images common stock for each share of Shutterstock common stock they own, or a mixed consideration of 9.17 shares of Getty Images common stock plus $9.50 in cash for each share of Shutterstock common stock they own. Shutterstock shareholder elections at close are subject to proration to ensure that the aggregate consideration payable by Getty Images consist of $9.50 in cash per Shutterstock share as of immediately before close and 9.17 shares of Getty Images stock per Shutterstock share as immediately before close; At close, Getty Images stockholders will own approximately 54.7% and Shutterstock stockholders will own approximately 45.3% of the combined company on a fully diluted basis. Shutterstock will, at the discretion of its Board of Directors, continue to declare and pay quarterly cash dividends, in accordance with its dividend policy, pending the close of the transaction; The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and the extension or refinancing of Getty Images existing debt obligations; Valuation: 7.1x EPS (2026E), 4.4x EBITDA (2026E), 2.8x Adj EBITDA after synergies (2026E), 1.28x sales (2026E); Following execution of the Merger Agreement, on January 7, 2025, Getty Images delivered to Shutterstock a written consent (the Getty Images Stockholder Written Consent) executed by Getty Investments L.L.C., Mark Getty, the October 1993 Trust, The Options Settlement and Koch Icon Investments, LLC, collectively holding approximately 66% of the outstanding shares of Class A Common Stock, par value $0.0001 per share (Getty Images Common Stock) and thereby constituting a majority of the outstanding shares of Getty Images Common Stock, approving the issuance (the Getty Image Stock Issuance) of the Getty Images Common Stock in connection with the Transactions by the Getty Images stockholders (the Getty Images Stockholder Approval). No further approval of the Getty Images stockholders is required to approve the Getty Images Stock Issuance; Outside date January 6, 2026, subject to successive automatic extensions until as late as October 6, 2026; Mr. Oringer has committed to vote his shares of Shutterstock Common Stock (representing approximately 31% of the total voting power of the issued and outstanding Shutterstock Common Stock) in favor of, among other things, the adoption of the Merger Agreement and the approval of the Transactions and the other transactions contemplated thereby at any meeting of the Shutterstock stockholders called to vote upon the Transactions, and against any action or proposal in favor of any Shutterstock takeover proposal and certain other matters. In addition, Mr. Oringer has agreed to (a) certain restrictions on transfers of his shares of Shutterstock Common Stock and associated voting rights, (b) waive any appraisal rights to which he may be entitled pursuant to applicable law in connection with the Transactions and (c) cooperate with Getty Images in connection with seeking regulatory approvals required in connection with the Transactions. The Voting Agreement will terminate upon the earlier of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the closing, or (iii) any amendment to the Merger Agreement that adversely affects the consideration payable to Mr. Oringer; The merger is expected to close in 12-18 months; Background: Initial contact was made in early 2024, when Gettys chairman Mark Getty informally discussed merger interest with Shutterstock via their advisor, Allen & Company. After early-stage discussions paused, interest reignited in August 2024 when Shutterstock asked Allen & Company to reconnect with Getty. This led to both parties signing a mutual nondisclosure agreement in October 2024 and beginning due diligence. Between October and December 2024, Getty and Shutterstock held extensive meetings and exchanged financial and strategic data. Each company worked closely with its respective financial advisorsBerenson for Getty and Allen & Company for Shutterstockto shape transaction terms. Discussions involved forecasts, financial modeling, and the development of multiple term sheets. By November 2024, Getty proposed a merger with a 55/45 economic split in favor of Getty and a $5.00 per share cash payment to Shutterstock shareholders. Shutterstock countered with a 50/50 split and a $7.50 cash component. The companies continued negotiating, moving toward middle ground: a 54.5/45.5 split and $6.25 per share in cash. Negotiations extended into January 2025, with financing, regulatory approval, and equity award treatment as key open issues. Final terms included a 9.17-to-1 share exchange ratio, $6.25 in cash per Shutterstock share, and a board composition

>50% vote target; >50% vote acquiror (attained Jan 7 2025); HSR expiry (filed Jan 28 2025, pulled and refiled Mar 3 2025, Apr 2 2025 received second request from the DOJ); Extension or refinancing of Getty Images existing debt obligations; UK CMA (phase 1 inquiry launched Aug 22 2025, phase 2 inquiry launched Oct 20 2025);

STAA

ALC

STAAR Surgical Company

Alcon

05-August-25

05-May-26

Merger

Friendly

Healthcare

28.00000

0.00000

26.71000

1313.91699

0.51433

1.63000

-7.88000

0.01

0.17

0.00000

28.00000

26.37000

1.62000

0.15115

155

Citi

MS

Wachtell

Gibson

Definitive merger agreement; STAAR Surgical is a leader in refractive surgery using Implantable Collamer Lenses, offering solutions for moderate to high myopes; Acquisition of STAAR is complementary to Alcons laser vision correction business and is expected to be accretive in year two; The transaction is not subject to a financing condition. Alcon intends to finance the transaction through the issuance of short- and long-term credit facilities; The transaction is anticipated to close in approximately six to 12 months, subject to customary closing conditions, including regulatory approval and approval by STAARs shareholders. The transaction is expected to be accretive to earnings in year two; The Boards of Directors of Alcon and STAAR have each unanimously approved the transaction; Outside date August 4, 2026, subject to a three-month extension in certain circumstances in the event that the Requisite Regulatory Approvals have not been obtained; Signed CA October 4, 2024; Signed Clean Team Agreemen November 15, 2024; Valuation: 73.0x EBITDA (2026E), 4.1x sales (2026E); Background: Ongoing strategic reviews: STAARs board regularly evaluated standalone plans, capital allocation, partnerships/M&A (including a potential sale), and engaged with shareholders on strategy. Early outreach (Apr 2024): Alcon CEO David Endicott told then-CEO/Chair Tom Frinzi he was interested in a combination. Apr 19, 2024: Alcon sent a non-binding $58.00 cash offer (vs. STAAR at $46.39). STAAR declined, prioritizing its standalone plan. Apr 2630, 2024: Alcon reiterated interest; STAARs board, advised on fiduciary duties, again chose to remain standalone (but sought an independent advisor view for later). Mid-2024 context: STAAR executed its plan - performance in China (largest market) weakened amid economic slowdown, and the stock fell from June levels. July media rumors of Alcon interest lifted shares briefly - no third-party approaches followed. Re-engagement (Oct 2024): Parties signed a mutual NDA (no standstill). Oct 11, 2024: Alcon floated $55 cash + up to $7 CVR (lower headline than April). STAAR at $31.61 that day. Late-2024 diligence & draft terms: Alcon conducted business/legal diligence (OctDec). Initial draft agreement terms favored Alcon (limited regulatory commitments, higher STAAR termination fees). STAAR countered to add regulatory efforts, regulatory reverse fee, and window-/go-shop features, and no fee if shareholders vote no. Jan 3, 2025: Alcon withdrew citing China macro, ICL demand, distributor inventory, and growth concerns. STAAR pivoted to standalone: leadership changes. FebMay 2025 results: Significant revenue/margin pressure (notably China), guidance withdrawn. Jun 26: Endicott signaled willingness to buy all shares. Noted typical 2530% premiums. STAAR at $16.83 - board sought 50%+ premium. Jul 9: Alcon offered $27.00 cash (~58% premium to $17.14). Jul 12: Alcon raised to $28.00 cash, subject to diligence. Board assessed alternative-buyer odds as low on Alcons timeline. Large holder dynamic: Stockholder A (~later disclosed at 27.3%) repeatedly indicated likely opposition to a sale and might act to block it. Competing interest (late JulAug 2025): Two parties (Party A PE platform with China link, Party B healthcare investor) expressed vague interest without terms. Final diligence & negotiation (Jul 21Aug 4, 2025). Key terms converged on: Alcon regulatory efforts with reverse fee, window-/go-shop with 1% reduced fee if superior deal emerges during the window, 2.75% fee otherwise, and no fee if STAAR shareholders dont approve. Aug 4, 2025: Citi delivered a fairness opinion on $28.00 cash per share, board unanimously approved and signed the Merger Agreement. Aug 5: Deal announced pre-market via 8-K and joint press release; Sept 2 2025 Broadwood Partners (27.3% shareholder) announced intention to vote Against merger;Sept 22 2025 STAA / ALC window shop period expired, Yunqi Capital (5.1% holder) announced intention to vote Against; Oct 27 2025 STAA / ALC postponed vote to Dec 3;

>50% vote target; HSR expiry (filed Aug 29 2025); China SAMR; Japan;

TECK

NGLOY

Teck Resources Limited

Anglo American plc

09-September-25

31-December-26

Merger

Friendly

Mining

0.00000

2.66020

44.97000

16139.44434

0.01339

5.46390

0.79800

0.02

0.00

-2.09500

50.40390

44.94000

7.16706

0.14692

394

BMO / Ardea / Scotia

Wachtell / Stikeman / Freshfields / Felesky

Arrangement Agreement; Teck is a leading Canadian resource company focused on responsibly providing metals essential to economic development and the energy transition. Teck has a portfolio of world-class copper and zinc operations across North and South America and an industry-leading copper growth pipeline; At market merger of equals; US$800 million in pre-tax recurring annual synergies from combining both companies; Headquartered in Canada and committed to the heritage of both companies and their significant business leadership roles in Canada, South Africa and the UK; Special dividend to Anglo American shareholders of US$4.5 billion c.US$4.19 per share ahead of completion; Anglo American shareholders to own c.62.4% and Teck shareholders to own c.37.6% of Anglo Teck plc immediately post completion; Merger subject to customary closing and regulatory conditions, expected to complete within 12-18 months; Boards of Anglo American and Teck unanimously support and recommend the Merger; At or prior to completion, Anglo American and Teck will each nominate for appointment 50% of the non-executive directors of the Anglo Teck board, with Sheila Murray to serve as Chair of Anglo Teck upon completion. Upon completion, the executive directors of Anglo Teck plc will be Duncan Wanblad as CEO, Jonathan Price as Deputy CEO, and John Heasley as CFO. The CEO, Deputy CEO, and CFO and a significant majority of the senior executive team will be based in and reside in Canada, with the senior executive team including meaningful representation from South Africa and the UK; Prior to completion, Anglo American will seek shareholder approval to change its legal name to Anglo Teck plc from completion of the Merger and, from and after completion of the Merger, Anglo Teck will conduct its business under the Anglo Teck trade name; The global headquarters of Anglo Teck will be located in Canada; Anglo Teck will invest at least approximately CAD$4.5 billion over five years in Canada, including in respect of the Highland Valley Copper Mine Life Extension, improving critical minerals processing capacity at Trail, advancing potential major new copper mines in Northwestern British Columbia, supporting critical minerals exploration, innovation, skills training, research and jobs growth in Canada; Anglo Teck will also explore opportunities to add copper processing capacity at Trail and support the establishment of new critical minerals processing facilities in Canada; A substantial proportion of Anglo Tecks board of directors will be Canadian; Anglo American and Teck have entered into an agreement (the Arrangement Agreement) to effect the Merger by way of a plan of arrangement of Teck under the Canada Business Corporations Act. Subject to satisfaction of certain conditions, the Anglo American Board also intends to declare the Anglo American special dividend of US$4.5 billion (expected to be approximately US$4.19 per ordinary share) to be paid by Anglo American to its shareholders on the Anglo American register of members ahead of completion of the Merger. At completion of the Merger, each class A common share and class B subordinate voting share of Teck will be exchanged for 1.3301 ordinary shares of Anglo American. The plan of arrangement will require the approval of at least 662/3% of the votes cast in person or by proxy by class A common and class B subordinate voting shareholders of Teck, voting as separate classes, at a special meeting of shareholders. The plan of arrangement will also require customary court approval in Canada; The Merger is also subject to completion conditions customary for a transaction of this nature, including approval under the Investment Canada Act and competition and regulatory approvals in various jurisdictions globally; The Arrangement Agreement includes customary deal protections, including provisions that allow Anglo American and Teck to consider unsolicited acquisition proposals and for either board to terminate the transaction to accept a superior proposal (subject to a right to match) or to change its recommendation that shareholders vote to approve the Merger in those circumstances. A break fee in the amount of US$330 million will be payable by Anglo American or Teck in certain circumstances; In connection with the Merger, Temagami Mining Company Limited (Temagami), SMM Resources Incorporated (SMM), Dr. Norman B. Keevil and certain of the directors and executive officers of Teck and Anglo American, in respect of approximately 79.8% of the outstanding Teck class A common shares, 0.02% of the outstanding Teck class B subordinate voting shares, and 0.1% of the Anglo American shares, as applicable, have entered into customary voting agreements agreeing to vote those Teck or Anglo American shares, respectively, in favour of the Merger and against any competing acquisition proposals, which agreements prohibit voting for, supporting or participating in a competing transaction unless the applicable board has changed its recommendation that the shareholders vote to approve the Merger or the Arrangement Agreement is otherwise terminated; Valuation: 20.4x EPS (2026E), 4.7x EBITDA (2026E), 2.0x sales (2026E); Nov 26 2025 announced ISS and Glass Lewis recommend vote For;

66 2/3 vote target; >50% vote acquiror; HSR expiry; Competition Canada (filed Oct 24 2025, attained Nov 14 2025); Investment Canada; Australia; Chile; China SAMR; EC; Japan; Mexico; South Korea;

TGNA

NXST

TEGNA Inc.

Nexstar Media Group, Inc.

19-August-25

15-November-26

Merger

Friendly

Media

22.00000

0.00000

19.30000

6200.00000

0.43697

3.27000

-3.58725

0.02

0.48

0.00000

22.55000

19.28000

3.26000

0.17804

348

Allen

BofA / JPMorgan / GS

Wachtell / Covington

Kirkland / Wiley / Morrison

Definitive agreement; TEGNA Inc. helps people thrive in their local communities by providing the trusted local news and services that matter most. With 64 television stations in 51 U.S. markets, TEGNA reaches more than 100 million people monthly across the web, mobile apps, connected TVs, and linear television; Nexstar Media Group, Inc. is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms, including more than 316,000 hours of programming produced annually by its business units. Nexstar owns Americas largest local television broadcasting group comprised of top network affiliates, with more than 200 owned or partner stations in 116 U.S. markets reaching 220 million people; The new company will be better able to serve communities by ensuring the long-term vitality of local news and programming from trusted local sources and preserving the diversity of local voice and opinion. Nexstar will also be able to provide advertisers with an even greater variety of competitive local and national broadcast and digital advertising solutions to serve brands and consumers more effectively; Transaction has been unanimously approved by TEGNAs Board of Directors; Committed financing in place from BofA Securities, J.P. Morgan Chase N.A., and Goldman Sachs & Co. LLC to finance the transaction; Increases operational and geographic diversity and scale. Upon closing, Nexstar, together with its partners, will have 265 full-power television stations in 44 states and the District of Columbia and 132 of the countrys 210 television DMAs. The combined company will have stations in 9 of the top 10 DMAs, 41 of the top 50 DMAs, 62 of the top 75 DMAs and 82 of the top 100 DMAs, covering, in total, 80% of U.S. television households; Enhances presence in local DMAs. Nexstars station footprint overlaps with TEGNA in 35 of TEGNAs 51 DMAs, providing improved synergy potential in these markets; Extends footprint to additional contested election DMAs. The addition of strong Big-4 affiliates in key contested election DMAs, such as Phoenix, AZ, Atlanta, GA, Toledo, OH, and Portland, ME, will enhance the political advertising outlook for Nexstar in even-numbered years; Based on our estimates for 2025, Nexstar expects to generate annual net synergies of approximately $300 million from a combination of revenue synergies and net operating expense reductions; After giving effect to the transaction, the incurrence of transaction-related debt, transaction expenses, and expected synergies, Nexstar expects its net leverage ratio to be approximately 4x at closing with de-leveraging to current leverage levels in 2028. As of June 30, 2025, Nexstars total net leverage ratio was 3.19x; The transaction is subject to customary closing conditions, including TEGNA shareholder and regulatory approvals; The transaction is expected to close by the second half of 2026; Outside date August 18, 2026, subject to one three-month extension; Valuation: 7.0x EPS (2026E), 7.0x EBITDA (2026E), 2.05x sales (2026E); Background: After terminating a 2022 agreement to sell to Standard General (due to regulatory delays), TEGNA continued exploring industry consolidation opportunities following the 2024 U.S. presidential election, amid expectations that the Trump administration would ease regulations for broadcasters. JanApr 2025: TEGNA CEO Mike Steib and Nexstar CEO Perry Sook met to discuss industry trends but not a deal. April 23, 2025: Sook first expressed Nexstars interest in a potential combination, without financial terms. April 25, 2025: Sook reiterated interest and mentioned a change-of-control premium. Steib outlined the boards focus on value, regulatory certainty, and operational flexibility. April 29, 2025: TEGNAs board reviewed Nexstars outreach with Allen & Company and Wachtell Lipton. They agreed to consider a formal proposal but continued exploring other strategic opportunities. May 13, 2025: Nexstar made a non-binding offer of $20.00 per share (80% cash, 20% stock). May 20, 2025: The board deemed the price inadequate and stressed the need for regulatory assurances and flexibility. May 2230, 2025: Discussions explored alternatives: $20.00 cash/stock mix (original offer), $21.50 all-cash, an all-stock merger (no premium). May 30, 2025: Nexstar raised its bid to $22.00 per share, all cash, with commitments to focus solely on this deal and regulatory approval. May 31, 2025: The board viewed the $22.00 all-cash proposal as superior to other strategic options and authorized management to negotiate while continuing to evaluate alternatives. June 27, 2025: TEGNA and Nexstar signed confidentiality and clean team agreements. Negotiations through JulyAugust 2025 addressed regulatory obligations, operating covenants, termination fees, and employee retention. August 614, 2025: Party A, an industry peer, expressed interest and submitted a complex all-stock merger proposal requiring a spin-off and offering uncertain value and higher execution risk. The board determined Nexstars $22.00 all-cash bid provided superior, more certain value. August 18, 2025: TEGNAs board unanimously approved the Nexstar merger agreement and recommended shareholder approval. August 19, 2025: TEGNA and Nexstar announced the merger publicly;

>50% vote target; HSR expiry (filed Sept 30 2025, Oct 30 2025 received second request from the DOJ); FCC (filed Sept 30 2025);

THS

TreeHouse Foods, Inc.

F&B Investments III Inc. ("Investindustrial")

10-November-25

18-February-26

Merger

Friendly

Food

22.50000

0.00000

23.91000

2900.00000

0.38037

-1.40000

-7.60000

0.10000

0.00

0.00000

22.50000

23.90000

-1.41000

-0.24765

78

GS

Lazard / RBC / DB

Jones

Skadden / Paul

Definitive agreement; Industrial F&B Investments III Inc. ("Investindustrial"), an independently managed investment subsidiary of Investindustrial VIII SCSp, part of a leading European group of independently managed investment, holding, and advisory companies; Under the terms of the agreement, TreeHouse Foods shareholders will receive $22.50 per share in cash for each share of common stock owned at closing, and one non-transferable Contingent Value Right ("CVR") per common share. The CVR generally will provide a holder with an opportunity to receive certain net proceeds, if any are recovered, from certain ongoing litigation relating to part of TreeHouse Foods coffee business; The transaction, which has been unanimously approved by the TreeHouse Foods Board of Directors, is expected to close in the first quarter of 2026, subject to approval by TreeHouse Foods shareholders and satisfaction of regulatory approvals and other customary closing conditions; JANA Partners LLC, a 10% shareholder of TreeHouse Foods common stock, has entered into a customary voting agreement to vote in favor of the transaction at the special meeting of TreeHouse Foods shareholders to be held in connection with the transaction. The transaction is not subject to a financing condition; Under the terms of the definitive agreement, shareholders will receive one non-transferable CVR per share, which will provide holders with an opportunity to receive, on a per unit basis, 85% of net proceeds, if any are recovered, from the ongoing TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. litigation. Under the terms of the definitive agreement, shareholders will receive one non-transferable CVR per share, which will provide holders with an opportunity to receive, on a per unit basis, 85% of net proceeds, if any are recovered, from the ongoing TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al. litigation; RBC Capital Markets, Deutsche Bank and KKR Capital Markets have provided Investindustrial with financing support for the transaction; Valuation: 10.6x EPS (2026E), 7.7x EBITDA (2026E), 0.85x sales (2026E);

>50% vote target; HSR expiry; CFIUS;

TXNM

TXNM Energy

Blackstone Infrastructure

19-May-25

30-September-26

Merger

Friendly

Utilities

61.25000

0.00000

58.11000

11500.00000

0.27951

4.41750

-9.23938

0.02

0.32

0.00000

62.51750

58.10000

4.40750

0.09240

302

Wells / Citi

RBC / JPMorgan

Troutman

Kirkland

Agreement; TXNM Energy is an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM; Blackstone Infrastructure, with its $60 billion of assets under management, is focused on investing behind North American infrastructure platforms and leveraging its scale and expertise to support the growth of its portfolio companies. Blackstone Infrastructure has perpetual capital with no obligation to sell its investments, and is focused on long-term, multi-decade partnerships with the companies and communities in which it invests; Provides long-term infrastructure investment to support the continued build-out of PNM and TNMP in a rapidly changing energy environment, facilitating economic development during New Mexicos transition to clean energy and continued growth in Texas; TXNM Energy, PNM and TNMP to remain locally managed and operated with headquarters in New Mexico and Texas, retain employees and honor all union labor agreements; Customer rates will continue to be set by state regulators; Customers to receive a detailed package of benefits that will be developed after thorough and transparent engagement with stakeholders in New Mexico and Texas; Blackstone Infrastructure is funding the purchase price entirely with equity and does not anticipate increasing TXNM Energy leverage levels to fund the purchase of the company; Blackstone Infrastructure is also investing $400 million through the purchase of 8 million newly issued shares of TXNM Energy common stock at $50 per share, by way of a private placement agreement, to support TXNM Energys industry-leading growth plans. This issuance is expected to be completed in June 2025; The transaction is funded through equity and assumption of existing debt, and no incremental debt will be issued as a result of the transaction; Dividends payable to TXNM Energy shareholders are expected to continue through the closing of the transaction, subject to approval by the TXNM Energy Board of Directors; The transaction was unanimously approved by TXNM Energys Board of Directors and is estimated to close in the second half of 2026, subject to TXNM Energy shareholder approval, regulatory approvals and other customary closing conditions. Regulatory approvals are required from the NMPRC, PUCT, Federal Energy Regulatory Commission, Department of Justice (Hart Scott-Rodino Clearance), Nuclear Regulatory Commission and Federal Communications Commission; Formerly called PNM Resources Inc., TXNM owns two utilities serving more than 800,000 homes and businesses in New Mexico and Texas. The company had agreed to sell itself to Avangrid Inc., a US unit of Spains Iberdrola SA, for $4.3 billion in 2020 but the deal was scrapped after New Mexico regulators rejected the takeover; Valuation: 19.9x EPS (2026E), 11.0x EBITDA (2026E), 5.10x sales (2026E); Texas PUC has a 6-month time clock; New Mexico does not have time clock but expect 9-12 months review; Outside date: Aug 19 2026 (auto-extends to Dec 31 2026), plus additional 3-month extension; Pursuant to an equity commitment letter dated May 18, 2025 (the Equity Commitment Letter), BIP committed to provide Parent, at the consummation of the Merger, with an equity contribution in the amount set forth therein; In addition, pursuant to debt commitment letters (Debt Commitment Letters) delivered to Merger Sub, Royal Bank of Canada, MUFG Bank, Ltd., BNP Paribas, Sumitomo Mitsui Banking Corporation and Canadian Imperial Bank of Commerce have agreed to provide debt financing to Merger Sub following the Closing; Background: After a terminated merger with Avangrid in January 2024, TXNM re-engaged Wells Fargo in October 2024 to review alternatives, including restructuring or a sale. In December 2024, the Board decided to explore a sale, favoring infrastructure fund buyers over strategic buyers for reasons including financial strength and regulatory track records. In January 2025, TXNM formally hired Wells Fargo to run a sale process and contacted Blackstone Infrastructure and four other infrastructure funds (Parties A through D). First Round Bids (February 2025): Blackstone Infrastructure: $58/share. Party A: $60.25/share. Party D: $55/share. Party B and C did not submit bids. TXNM favored Blackstone and Party A due to financial strength and fit. Interim financing (PIPE) was part of the process. Narrowing the Field (March-April 2025): Party E submitted a late unsolicited bid ($60/share) but was slow to engage. Party A faced internal challenges and withdrew. Blackstone Infrastructure remained engaged and advanced discussions on regulatory approvals, financing, and interim PIPE funding. TXNMs stock price rose due to media leaks about the process. Party E and Party A failed to meet timelines or show capacity to complete a deal. Final Stages (April-May 2025): Blackstone submitted a second-round bid of $61/share for TXNM and $50/share for the PIPE. Blackstone agreed to a $61.25/share price and a $350M termination fee. Board Approval & Signing (May 2025): TXNMs Board reviewed fairness opinions (Wells Fargo, Citi) and the transactions benefits to shareholders and stakeholders. On May 18, 2025, TXNMs Board unanimously approved the merger with Blackstone Infrastructure. The PIPE closed on June 2, 2025 with TXNM issuing $400M in common stock to Blackstone Infrastructures affiliate; Aug 25 2025 announced that it filed regulatory applications with NMPRC, PUCT, and FERC;

>50% vote target; HSR expiry; Public Utility Commission of Texas (filed Aug 25 2025); New Mexico Public Regulation Commission (filed Aug 25 2025); FERC (filed Aug 25 2025); NRC; FCC;

VECO

ACLS

Veeco Instruments Inc.

Axcelis Technologies, Inc.

01-October-25

30-September-26

Merger

Friendly

Tech

0.00000

0.35750

31.23000

2004.08862

0.14710

-0.17268

-4.13872

0.04

0.00

0.00000

30.92732

31.10000

0.60142

0.02342

302

UBS

JPMorgan

Morrison

Skadden

Definitive agreement; Veeco is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices; Together, Axcelis and Veeco will be a leading semiconductor equipment company serving complementary, diversified and expanding end markets. The combined company will have an attractive operating profile, a robust R&D innovation engine and an expanded product portfolio with opportunities for cost and revenue synergies; Axcelis shareholders are expected to own approximately 58%, and Veeco shareholders are expected to own approximately 42%, of the combined company, on a fully diluted basis. The merger agreement was approved unanimously by the boards of directors of both companies; The combination will create the fourth largest U.S. wafer fabrication equipment supplier by revenue, delivering meaningful scale and resources to better compete throughout the global semiconductor equipment value chain; The transaction is expected to close in the second half of 2026, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; Outside date September 30, 2026, subject to successive automatic extensions until as late as June 30, 2027 if the only remaining conditions to be satisfied are regulatory approvals; Signed NDA August 22, 2025; Valuation: 25.0x EPS (2026E), 19.8x EBITDA (2026E), 2.80x sales (2026E);

>50% vote target; >50% vote acquiror; HSR expiry; EC; China SAMR;

VTLE

CRGY

Vital Energy, Inc.

Crescent Energy Company

25-August-25

23-December-25

Merger

Friendly

Oil & Gas

0.00000

1.90620

18.70000

3100.00000

0.19998

0.01357

-3.09005

29.00000

0.01

0.00

0.00000

18.62357

18.61000

0.03163

0.02996

21

Houlihan / JPMorgan / Lazard

Jefferies / Evercore / Intrepid

Vinson

Kirkland / Richards

Definitive agreement; Vital is an independent energy company with headquarters in Tulsa, Oklahoma. Vital Energys business strategy is focused on the acquisition, exploration and development of oil and natural gas properties in the Permian Basin of West Texas; Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Crescents long-life, balanced portfolio combines stable cash flows from low-decline production with deep, high-quality development inventory. The Companys investing and operating activities are focused in Texas and the Rocky Mountain region; The Transaction will establish a top 10 independent with a consistent and free cash flow focused strategy, scaled positions and flexible capital allocation across premier basins. The combined company will be led by a management team and Board with deep operating and investing expertise, well-positioned to drive long-term growth and value creation; Highly accretive across CFFO, FCF and NAV per share; $90 - $100 MM of immediate annual synergies with potential for significant incremental operating efficiencies; Following the consummation of the Transaction, Crescent shareholders will own approximately 77% of the combined company and Vital shareholders will own approximately 23% of the combined company, on a fully diluted basis; The Transaction has been unanimously approved by the boards of directors of both companies and unanimously approved by a special committee of independent directors of Crescent (the Special Committee). Current Crescent and Vital shareholders representing approximately 29% and 20% of total common shares outstanding, respectively, are party to voting and/or existing investor agreements serving to support the Transaction in line with the unanimous recommendation of both Boards; The Transaction, which will be subject to customary closing conditions, including approvals by shareholders of Crescent and Vital and typical regulatory agencies, is targeted to close by year-end 2025; Valuation: 3.8x EPS (2026E), 2.7x EBITDA (2026E), 2.5x Adj EBITDA after synergies (2026E), 1.66x sales (2026E); Outside date March 31, 2026; Signed CA June 17, 2025; Background: Starting September 2024, Vital received inbound interest from multiple public and private energy companies (Companies AH). Discussions focused on potential mergers, take-privates, and asset purchases. Vital retained Vinson & Elkins for legal advice and later Houlihan Lokey and J.P. Morgan as financial advisors to manage inbound communications and evaluate strategic alternatives. Throughout late 2024 and early 2025, Vital management engaged in preliminary conversations with potential bidders but initially prioritized integrating recent acquisitions and improving standalone operations. Crescent CEO David Rockecharlie first met Vital CEO Jason Pigott in October 2024, initiating informal discussions on industry consolidation. By early 2025, Crescent expressed continued interest while other potential suitors (Companies A, F, G) hesitated or withdrew due to timing, leverage concerns, or internal priorities. In May 2025, Vitals board formally authorized outreach to six public oil & gas companies (including Crescent) to solicit stock-for-stock proposals, viewing this structure as preferable to an all-cash take-private. Formal Sale Process (June July 2025): Vital entered confidentiality agreements and opened a virtual data room to Crescent and other potential bidders. Crescent engaged Jefferies and later Evercore as financial advisors and Kirkland & Ellis as counsel, while forming a Special Committee of independent directors to oversee negotiations given KKRs control rights over Crescent. After due diligence, Crescent submitted the only formal bid by the July 29 deadline, proposing a stock-for-stock merger at a 2.15 exchange ratio, representing a ~15% premium to Vitals 30-day VWAP. Negotiations and Key Terms (August 2025): Subsequent negotiations focused on exchange ratio, governance, and KKRs management rights. Exchange ratio was reduced from 2.15 to 1.9062 Crescent shares per Vital share, reflecting market movements but still implying roughly a 20% spot premium. On August 24, 2025, both boards approved the final merger agreement. On August 25, 2025, Crescent and Vital issued a joint press release and filed 8-Ks with the SEC announcing the merger;

>50% vote target; >50% vote acquiror; HSR expiry (filed Sept 29 2025);

WOW

WideOpenWest, Inc.

DigitalBridge Investments / Crestview Partners

12-August-25

31-January-26

Merger

Friendly

Media

5.20000

0.00000

5.19000

1500.00000

0.53846

0.02000

-1.80000

0.37000

0.01

0.01

0.00000

5.20000

5.18000

0.01000

0.01180

60

Centerview

LionTree / MS / GS

Wachtell

Simpson / Davis

Definitive agreement; WideOpenWest, Inc. is a leading broadband provider in the United States; The price represents a premium of 37.2% to the unaffected price of $3.79, prior to the initial non-binding offer of $4.80 submitted by the purchaser group on May 2, 2024; The WOW! Board of Directors has unanimously approved the proposed transaction, upon the unanimous recommendation of a special committee of independent and disinterested directors formed to lead the evaluation of the potential transaction; In connection with the transaction, Crestview has entered into a rollover, voting and support agreement pursuant to which Crestview has agreed to vote all of its WOW! shares (which represent approximately 37% of WOW!s outstanding shares) in favor of the transaction, subject to certain terms and conditions set forth therein; The transaction is expected to close by the end of the year or in the first quarter of 2026, subject to the satisfaction of the closing conditions, including receipt of WOW! stockholder approval and of required regulatory approvals; Valuation: 5.4x EBITDA (2026E), 2.8x sales (2026E); Outside date August 11, 2026; Background: May 2, 2024: DigitalBridge, together with Crestview, submitted a non-binding proposal to acquire all outstanding shares not owned by Crestview for $4.80 per share in cash, financed through Crestviews equity rollover and new DigitalBridge equity. The Board promptly created an independent Special Committee with full negotiating authority to evaluate the proposal, hire independent legal and financial advisors, and consider alternatives. Centerview Partners was engaged as financial advisor; Wachtell Lipton served as legal counsel. Mid-2024: The Special Committee focused first on strengthening the Companys liquidity and refinancing upcoming debt maturities to improve negotiating leverage. Over the summer, Centerview developed a long-range financial plan to assess valuation. The Committee rebuffed pressure to give price guidance and rejected the initial offer as inadequate, signaling it required a meaningful premium to market price. DigitalBridge and Crestview gradually increased their indication to a range of $5.50$6.25 (October 2024) after the Company completed a critical $200 million refinancing. Limited outreach to other strategic buyers and financial sponsors was conducted in late 2024 and early 2025. Several parties expressed preliminary interest but either withdrew or failed to submit actionable bids. Financial Sponsor A briefly indicated a range up to $6.00$7.00, but ultimately reduced its interest to levels near the initial proposal. December 2024: Crestview/DigitalBridge presented a high-end proposal of $6.00$6.25. February 2025: After further diligence, they offered $6.00 per share, the Special Committee countered at $6.35, eliciting a revised $6.20, then $6.25 offer. Draft merger terms were negotiated, including regulatory covenants and financing conditions tied to an amendment/extension of the Companys revolving credit facility (RCF). April 2025: Following new due-diligence concerns (cyber incident, litigation, market volatility), the bidders cut their price to $5.50, conditioning any deal on securing the RCF extension. Through May and June 2025, the parties continued intensive negotiations on price, financing, and merger terms. The Special Committee initially insisted on at least $6.00, but market conditions, industry headwinds, and financing risks eroded leverage. August 8, 2025: Crestview/DigitalBridge delivered a final offer of $5.20 per share, citing higher financing costs and RCF amendment expenses. Facing declining industry fundamentals, credit facility pressures, and limited alternatives, the Special Committee concluded this was the best achievable outcome. August 11, 2025: The Special Committee unanimously recommended, and the Board approved, a merger with an affiliate of DigitalBridge at $5.20 per share in cash for shares not already owned by Crestview. Centerview opined that the consideration was fair from a financial perspective;

>50% vote target; HSR expiry; EC; FCC; State PUCs;

WTRG

AWK

Essential Utilities, Inc.

American Water Works Company, Inc.

27-October-25

31-March-27

Merger

Friendly

Utilities

0.00000

0.30500

39.19000

19921.30664

0.04792

1.27741

-0.57143

0.02

0.69

0.00000

40.42741

39.15000

2.88343

0.05505

484

Moelis

BofA

Gibson

Skadden

Definitive agreement; Essential Utilities, Inc. delivers safe, clean, reliable services that improve quality of life for individuals, families, and entire communities. With a focus on water, wastewater and natural gas, Essential is committed to sustainable growth, operational excellence, a superior customer experience, and premier employer status; Each companys board of directors has unanimously approved a definitive agreement to combine in an all-stock, tax-free merger as a leading regulated U.S. water and wastewater public utility with a pro forma market capitalization of approximately $40 billion and a combined enterprise value of approximately $63 billion; Upon completion of the merger, American Water shareholders will own approximately 69% and Essential shareholders will own approximately 31% of the combined company on a fully diluted basis; The transaction is expected to be accretive to American Waters earnings per share in the first year following close, and the combined company expects to maintain American Waters 7-9% earnings per share and dividend growth targets post close; The transaction is expected to close by the end of the first quarter of 2027, subject to customary closing conditions, including, among others, approval from each companys shareholders, clearance under the Hart-Scott-Rodino Act, and regulatory approvals, including approval from the applicable public utility commissions; Valuation: 19.3x EPS (2026E), 14.1x EBITDA (2026E), 8.16x sales (2026E); Outside date April 26, 2027, which date may be extended for a period of three months up to two times, until October 26, 2027; Signed CA August 25, 2025;

>50% vote target; >50% vote acquiror; HSR expiry; Applicable public utility commissions (PA, NJ, TX, VA);

ZEUS

RYI

Olympic Steel, Inc.

Ryerson Holding Corporation

28-October-25

15-February-26

Merger

Friendly

Industrial

0.00000

1.71050

39.94000

714.15424

0.35121

0.33149

-10.06318

0.02

0.03

0.00000

39.99149

39.66000

0.56850

0.07172

75

Keybanc / Houlihan

JPMorgan

Jones

Willkie

Definitive agreement; Olympic Steel, Inc. is a leading U.S. metals service center; Ryerson Holding Corporation is a leading value-added processor and distributor of industrial metals; The merger will enhance the combined companys presence as the second-largest North American metals service center and represents a highly compatible strategic match as it will bring Olympic Steels complementary footprint, capabilities, and product offerings into Ryersons intelligently interconnected network of value-added service centers. The transaction is expected to generate approximately $120 million in annual synergies by the end of year two via procurement scale, efficiency gains, commercial enhancement, and network optimization; Olympic Steel shareholders will receive 1.7105 Ryerson shares of common stock for every Olympic Steel share of common stock owned and will own approximately 37% of the combined company; The merger is expected to be immediately accretive to shareholders of the combined entity and is expected to result in a reduced pro-forma leverage ratio of less than three times, assuming partial credit for synergies; The deal is expected to close in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions and the receipt of regulatory and shareholder approvals; Valuation: 17.6x EPS (2026E), 8.2x EBITDA (2026E), 0.36x sales (2026E); Outside date April 28, 2026 (which date may be extended to July 28, 2026 if certain regulatory approvals have not been obtained);

>50% vote target; >50% vote acquiror; HSR expiry;

ZK

175

ZEEKR Intelligent Technology Holding Limited

Geely Automobile Holdings Limited

15-July-25

29-December-25

Merger

Friendly

Industrial

26.87000

0.00000

26.74000

10687.69141

0.18946

0.17000

-4.11000

0.65200

0.01

0.04

0.00000

26.87000

26.70000

0.16000

0.08412

27

Kroll

Citi

Simpson / Davis

Latham / Maples

Agreement and Plan of Merger; ZEEKR Intelligent Technology Holding Limited is the worlds leading premium new energy vehicle group; The cash merger consideration will be funded through Geelys internal resources, or if necessary, debt financing; The Companys board of directors, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the board of directors (the "Special Committee"), approved the Merger Agreement and the Merger and resolved to recommend that the Companys shareholders vote to authorize and approve the Merger and certain related matters. The Special Committee evaluated and negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors; The Merger, which is currently expected to close in the fourth quarter of 2025, is subject to customary closing conditions, including (i) approval of the Merger by the affirmative vote of shareholders representing two-thirds or more of Zeekr Shares (including Zeekr Shares represented by Zeekr ADSs) present and voting in person or by proxy as a single class at a meeting of the Companys shareholders, and (ii) approval of the Merger and the other transactions contemplated under the Merger Agreement by the affirmative vote of shareholders representing more than 50% of Geely Shares held by independent shareholders present at a meeting of the Geelys shareholders. Geely has agreed to vote all Zeekr Shares it and its subsidiaries beneficially own, which represent approximately 65.2% of the voting rights attached to the outstanding Zeekr Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger and the other transactions contemplated under the Merger Agreement; Outside date December 31, 2025;

66 2/3 vote target; Majority of minority vote target;