M&A Deal Sheet

ACA

CRH

Arcosa, Inc.

CRH

22-June-26

15-February-27

Merger

Friendly

Industrial

150.00000

0.00000

147.22000

8500.00000

0.10424

2.92000

-11.24472

0.03

0.21

0.00000

150.05000

147.13000

2.91000

0.06086

121

Evercore / GS

JPMorgan / MS

Gibson / Baker

Kirkland

Merger Agreement; Arcosa is a provider of infrastructure-related materials, products and solutions. Its Construction Products business is a leading aggregates platform in the U.S., with 109 quarries and yards, nine asphalt plants, 19 terminals and approximately 35 million tons (mt) of 2025 aggregates shipments; Strengthens CRH as the #1 infrastructure player in North America and reinforces CRH as the leader in U.S. aggregates; Acquisition is highly complementary, advancing CRHs strategy to build an aggregates-led, connected portfolio aligned with growing infrastructure megatrends; Transaction expected to be accretive(1) to earnings, margin and cash flow in the first 12 months post-completion, demonstrating CRHs ongoing commitment to accelerating growth through value-creating capital allocation; The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in Q1 2027 subject to approval of Arcosas stockholders, regulatory approvals, and customary closing conditions. CRH intends to fund the transaction with available cash and committed debt financing; Outside date June 21, 2027 (automatically extended by up to six months); Building-materials mergers are often cleared, but not casually. U.S. agencies have a clear history of requiring local asset divestitures where aggregates, cement, asphalt, ready-mix, or quarry assets overlap; Valuation: 29.9x EPS (2027E), 13.8x EBITDA (2027E), 2.98x sales (2027E); Background: Arcosa emerged as a standalone public company in 2018 and subsequently simplified its portfolio through acquisitions in construction materials and divestitures of non-core businesses. After completing the sale of its barge business in April 2026, Arcosa was concentrated in Construction Products and Engineered Structures. Management and the board recognized that the two businesses had limited operating synergies and that Arcosas trading multiple remained below those of certain peers. This created the possibility that a separation or strategic sale could unlock value. Interest in the Engineered Structures business increased during late 2025 and early 2026. Company A expressed interest in October 2025 and Company B followed in November 2025. Arcosa declined to pursue discussions because the business was not for sale while the barge divestiture was underway. CRH later contacted Arcosa regarding both the Engineered Structures business and a potential acquisition of the entire company. In March 2026, Arcosa initially declined CRHs request for a confidentiality agreement while the board evaluated the companys standalone strategy and potential growth opportunities. A significant stockholder, identified as Stockholder A, sent Arcosa a March 30, 2026 letter advocating a sale or separation of Engineered Structures. Stockholder A estimated the business could be worth approximately $2.6 billion and recommended using the after-tax proceeds for share repurchases. Market contacts also indicated increasing strategic and sponsor interest in Arcosas Engineered Structures and Wind Towers operations. Company A submitted a written indication on April 10, 2026 to buy Engineered Structures for $1.45 billion to $1.55 billion and requested 60 days of exclusivity. After reviewing strategic alternatives and long-range projections, the board concluded that Company As valuation was inadequate. The board nevertheless authorized preparatory work for a potential Engineered Structures sale process and permitted limited engagement with CRH regarding a whole-company transaction. The board viewed a sale of the entire company as potentially preferable because a carve-out sale would involve execution risk and leave Arcosa with a single remaining segment. Arcosa and CRH entered into a mutual confidentiality agreement on April 22, 2026. The agreement contained a customary standstill with fall-away rights. CRH began diligence shortly thereafter. Separately, Stockholder A partnered with Sponsor A and submitted an indication to acquire Engineered Structures for $2.2 billion to $2.4 billion. Company E proposed a more complex transaction under which Arcosa would sell Engineered Structures to an unidentified third party and acquire Company Es U.S. aggregates operations. The board rejected Company Es proposal because of governance, structural, financing, execution, and strategic concerns. Company F also expressed interest in meeting but never submitted a proposal. CRH submitted an initial whole-company proposal on May 22, 2026 at $140.00 per share and requested exclusivity. The board reviewed the proposal with Evercore, Goldman Sachs, Gibson Dunn, and Baker Botts. Arcosa rejected the price and declined exclusivity. Negotiations continued and CRH increased its proposal. Arcosa made clear that it would not accept a no-shop restriction at $145.00 per share without first conducting a broader pre-signing market check. Arcosa indicated that it could proceed without a pre-signing market check if CRH paid at least $150.00 per share. The board ultimately decided not to conduct a broad pre-signing auction. It concluded that few parties had the financial capacity, strategic rationale, and scale to acquire all of Arcosa. Other parties had shown interest primarily in individual businesses rather than the entire company. The board was also concerned that a market check could jeopardize CRHs proposal. The board considered the post-signing fiduciary out meaningful because no potential bidder was prohibited by a standstill from submitting an unsolicited proposal after announcement. Arcosa entered exclusivity with CRH during the final negotiation stage and stopped pursuing the Engineered Structures indications from Stockholder A, Sponsor A, and other parties. The parties negotiated the regulatory covenant, termination fees, matching rights, closing conditions, and other material provisions. On June 21, 2026, management and advisors presented the final agreement to the board. Evercore and Goldman Sa

>50% vote target; HSR expiry (filed July 6 2026); Investment Canada (filed July 17 2026); Australia ACCC (filed July 21 2026, attained Aug 4 2026), Mexico COFECE (filed July 23 2026, attained Sept 17 2026);

ACB

CURA

Aurora Cannabis Inc.

Curaleaf Holdings, Inc.

18-August-26

01-December-26

Takeover

Hostile

Agriculture

0.75000

0.34630

4.01000

136.74544

1.38349

-0.57942

-2.56489

0.00

0.00

0.00000

3.42058

4.00000

-0.57615

-0.71677

45

Fort

Canaccord

Torys / Stikeman / Paul

Dentons

Hostile takeover launched Aug 18 2026; The Offer is subject to a maximum value per Common Share of US$5.00 (the "Cap Price"); The Offer is not subject to any financing condition or due diligence condition and is subject to only customary regulatory approvals and other customary conditions, all as described in the Offer Documents; Curaleaf has identified a path to at least US$40 million of annual cost synergies through optimization across corporate overhead, procurement, supply chain operations, and international infrastructure; Valuation: 0.6x sales (2027E);

>66 2/3% tender;

AES

The AES Corporation

GIP / EQT / CalPERS / QIA

02-March-26

15-February-27

Merger

Friendly

Utilities

15.00000

0.00000

14.96000

33400.00000

0.35501

0.40190

-3.62030

0.01

0.10

0.00000

15.35190

14.95000

0.39190

0.08118

121

JPMorgan / Wells

GS

Skadden / Davis

Kirkland / Simpson

Definitive agreement; The AES Corporation is a Fortune 500 global energy company accelerating the future of energy. Together with our many stakeholders, were improving lives by delivering the greener, smarter energy solutions the world needs; AES to have increased financial flexibility as a private company to advance its strategy and meet the needs of its customers and communities with reliable, affordable and sustainable energy solutions; Acquisition to address AES significant need for capital to support its growth beyond 2027, absent this transaction, funding for future growth investments would likely require a reduction or elimination of the dividend and/or significant new equity issuances; AES Indiana and AES Ohio will continue as locally operated and managed regulated utilities; In the United States, AES electric utilities in Indiana and Ohio are experiencing significant demand growth and remain focused on maintaining reliable service and affordable rates for all customers. As a private company, AES will continue to invest prudently in utility assets to meet the growing energy needs of all 1.1 million customers. AES Indiana and AES Ohio will remain locally operated and managed regulated utilities, with continued community commitment and investment; The transaction was unanimously approved by AES Board of Directors and is expected to close in late 2026 or early 2027, subject to approval by AES stockholders, the receipt of applicable federal, state and foreign regulatory approvals and the satisfaction of other customary closing conditions; Dividends payable to AES stockholders are expected to continue in the ordinary course until the closing, subject to approval by AES Board of Directors; Outside date June 1, 2027 (subject to extension for an additional two successive three-month periods); Sigedn CA July 4, 2025; Consortium will fund 100% of purchase price with equity and no financing contingency, no incremental debt to be issued; Valuation: 6.3x EPS (2027E), 10.1x EBITDA (2027E), 2.54x sales (2027E); Background: AES board had been reviewing strategic alternatives over several years, including divestitures, spin-offs, partnerships, capital raising, and other transactions. The company had already pursued asset-level transactions, including the May 2024 sale of its AES Brasil stake and the September 2024 sale of a 30% indirect interest in AES Ohio. In early 2024, AES CEO Andres Gluski had informal discussions with several potential counterparties, including Party A and Party B, regarding strategic partnerships and investment opportunities. By March 2024, discussions with Party B included a potential business combination involving certain AES businesses and assets connected to Party B and GIP. In the fall of 2024, GIP and Party B continued exploring both a business combination involving parts of AES and a potential take-private transaction. The board supported continued discussions in October 2024, but by November 2024 management recommended stopping those talks because of other priorities and external uncertainty, including renewable policy uncertainty after the U.S. elections and the companys internal restructuring priorities. The board supported discontinuing discussions at that time. In December 2024, management updated the board on AES market position, strengths, challenges, and potential public and private market alternatives, including headwinds from limited public investor demand for AES portfolio, capital plan funding pressures, and short-term financial targets. Interest re-emerged in January and February 2025. At Davos in January 2025, senior AES management met separately with representatives of GIP, Party A, and Party C, each of whom informally expressed interest in a potential transaction. On February 7, 2025, the board supported management continuing discussions and directed management to explore a process designed to maximize shareholder value. In February 2025, GIP and Party C continued engaging with AES, while the board received updates on a potential transaction with GIP and Party B and other interested parties. By spring 2025, AES and its advisors had moved toward a more formal process. J.P. Morgan presented the board with strategic challenges facing AES, including the market discount attributed to operational and geographic complexity and capital constraints. J.P. Morgan indicated that a sale of the company was the most credible path to unlocking full intrinsic value. The board considered AES standalone plan, its need for additional capital as a public company, and whether to initiate outreach to select parties with financial capacity and energy or power sector experience. The board directed management to proceed with three invited counterparties, GIP and Party B as joint buyers, Party A and its affiliate, and Party C. AES opened an electronic data room, held diligence calls, and conducted full-day management presentations in May 2025. The process narrowed in June and July 2025. The board decided to move into Round 2 with GIP, the party that had submitted an initial non-binding offer, and to continue discussions with Party D, a pension fund. Party B then dropped out, and GIP signed a revised confidentiality agreement on July 4, 2025. On July 8, 2025, AES permitted GIP to contact potential co-investors including CalPERS and QIA. That evening Bloomberg reported that AES was exploring options including a potential sale. AES did not comment, and the stock rose from $11.07 on July 8 to $13.26 on July 9. After the leak, EQT, Party E, and Party F contacted AES. AES allowed EQT into the process because two bidders had dropped out and management believed the competitive benefits outweighed additional leak risk. EQT signed a confidentiality agreement on July 22, 2025. Party D later verbally indicated it was targeting around $15.00 per share. The process encountered funding and consortium composition issues in the fall of 2025. By early November, GIP said it could not submit a f

>50% vote target; HSR expiry; New York Public Service Commission; Public Utility Commission of Ohio (PUCO, filed Apr 10 2026, attained Sept 17 2026); California Public Utilities Commission; CFIUS (filed Mar 2026, attained Aug 27 2026); FERC (filed May 21 2026); FCC; China SAMR (filed June 8 2026, attained July 22 2026); Australia ACCC (filed July 30 2026);

ARX

Accelerant

Thoma Bravo

13-August-26

31-March-27

Merger

Friendly

Insurance

20.25000

0.00000

19.78000

4000.00000

0.48788

0.48000

-6.16000

0.82000

0.01

0.07

0.00000

20.25000

19.77000

0.47000

0.05335

165

MS / Houlihan

BMO / Wells

Paul / Sidley / Maples / Conyers

Goodwin / Skadden / Walkers / Ropes

Definitive agreement; Accelerant is the data-driven risk exchange platform transforming the specialty insurance marketplace through the Accelerant Risk Exchange; The Companys Board of Directors established a Special Committee comprised solely of independent and disinterested directors to review and consider the transaction. The Special Committee unanimously recommended approving the transaction which was then unanimously approved by Accelerants Board of Directors. Under the terms of the agreement, Accelerant Class A and Class B shareholders will receive $20.25 per share in cash. Under certain circumstances, if the closing of the transaction is delayed by certain pending insurance regulatory approvals, shareholders will receive a ticking fee accruing at a rate of 6% per annum for a period specified in the agreement; The transaction, which is currently expected to close in the first half of 2027, is subject to customary closing conditions, including approval by the shareholders of the Company, and satisfaction of required regulatory approval; Entities affiliated with Altamont Capital Partners holding shares representing approximately 82% of the Companys outstanding voting rights have agreed to vote their shares in favor of the transaction. The transaction is not subject to any financing condition as Thoma Bravo has provided an equity commitment to fund the purchase; Altamont Capital Partners, Accelerants largest investor, and the Companys founders, intend to retain equity ownership alongside Thoma Bravo, the terms of which will be finalized prior to closing; Valuation: 22.1x EPS (2027E), 11.6x EBITDA (2027E), 3.2x sales (2027E); Go-shop expires Sept 22 2026; Outside date August 13, 2027 (automatically extends to November 13, 2027); Signed CA March 24, 2026; Sept 23 2026 announced go-shop expiried, closing H1 2027;

>66 2/3 vote target; HSR expiry (attained Sept 21 2026); Insurance-regulatory approvals;

AXTA

AKZA

Axalta Coating Systems Ltd.

Akzo Nobel N.V.

18-November-25

31-March-27

Merger

Friendly

Industrial

0.00000

0.65390

33.23000

9562.19727

0.11781

9.25670

0.03

0.00

0.00000

42.44670

33.19000

9.83435

0.77550

165

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); May 27 2026 AKZA received unsolicited proposal from Nippon Paint Group and Sherwin-Williams; Background: The transaction process reflected a lengthy review by Axaltas board and management of multiple strategic alternatives, including remaining independent, acquisitions, divestitures, and combinations with several coatings or materials companies. Axalta explored transactions with Party A, Party B, Party C, Party D, Party E, and Party F, but those alternatives ultimately stalled due to valuation gaps, financing concerns, governance constraints, market conditions, leverage concerns, or counterparties being unwilling to proceed. Discussions with AkzoNobel began in earnest in 2024 after earlier contacts between the companies, then advanced through confidentiality agreements, clean team arrangements, regulatory analysis, synergy work, reciprocal due diligence, and negotiation of governance and transaction terms. The negotiations repeatedly focused on whether the deal would be a merger of equals, the combined companys ownership split, domicile, headquarters, board structure, leadership roles, stock exchange listings, regulatory obligations, termination fees, and AkzoNobel shareholder distributions. A competing proposal from Party A emerged in 2025, including revised offers to acquire Axalta with cash and stock consideration. Axaltas board evaluated Party As proposals alongside the AkzoNobel transaction and Axaltas standalone plan, while directing management to continue negotiating both alternatives. Party A later withdrew after concluding that market conditions did not support moving forward on its proposed terms. The AkzoNobel negotiations also paused in August 2025 while AkzoNobel reviewed diligence issues, including contingent liabilities and the Ichthys Litigation, but the parties later discussed restarting negotiations. Overall, the chronology shows Axalta running a broad strategic review, testing multiple alternatives, and ultimately focusing on the AkzoNobel transaction after other options became unattractive or unavailable; June 3 2026 Nippon Paint Group and Sherwin-Williams ended their efforts to jointly acquire AKZA;

>50% vote target; >50% vote acquiror; HSR expiry (filed Jan 21 2026, received second request from FTC Feb 20 2026); EC (filed Jan 26 2026); UK CMA (filed Mar 13 2026, phase 1 Sept 17 2026); China SAMR; Brazil CADE (attained May 26 2026); ACCC (filed June 24 2026, attained July 21 2026); South Africa (attained Sept 9 2026); Mexico (attained Sept 10 2026);

BEP

BEPC

Brookfield Renewable Partners L.P.

Brookfield Renewable Corporation

22-July-26

30-December-26

Plan

Friendly

Financial

0.00000

1.00000

28.29000

6200.00000

0.06184

0.29000

-1.37212

0.00

0.17

0.00000

28.54000

28.25000

0.45544

0.08208

74

Scotia

Torys / Goodmans

Plans to simplify its corporate structure (the Simplification) by converting BEP and BEPC into one publicly traded corporation, Brookfield Renewable Partners Inc. (BEP Inc.); Brookfield Renewable operates one of the worlds largest publicly traded platforms for renewable power and sustainable solutions; Under the terms of the Simplification, upon receipt of approval from BEP unitholders, all outstanding limited partnership units of BEP, other than preferred units, will, together with certain related exchangeable securities, be exchanged on a one-for-one basis for newly issued shares of BEP Inc; The Simplification will be implemented by way of a court-approved plan of arrangement and will be subject to customary regulatory approvals for a transaction of this nature, including approval for the listing of BEP Inc.s shares on the New York Stock Exchange and Toronto Stock Exchange. Following securityholder approval, Brookfield Renewable expects to complete the Simplification in the fourth quarter of 2026;

66 2/3 vote target;HSR expiry (attained Sept 1 2026);

BHF

Brighthouse Financial, Inc.

Aquarian Capital LLC

06-November-25

31-October-26

Merger

Friendly

Insurance

70.00000

0.00000

47.72000

4100.00000

0.35135

22.44000

0.04

0.00

0.00000

70.00000

47.56000

22.43000

23692.71289

14

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; Background: Brighthouse Financials board spent 2024 and 2025 evaluating strategic alternatives to enhance value, including reinsurance, asset management partnerships and a potential sale. In early 2025 the company launched a formal sale process with Goldman Sachs and Wells Fargo, contacting 20 potential buyers and receiving multiple bids. After two rounds, Aquarian and one other bidder advanced, with Aquarian emerging as the preferred counterparty despite repeated delays and questions around committed financing. Negotiations continued through the summer and fall as the board weighed Aquarians higher price against execution and financing risk, while also engaging with a lower priced competing bidder. By late October 2025 Aquarian resolved key financing, regulatory and contractual issues and agreed on definitive terms. In November 2025 the board approved the transaction after receiving fairness opinions, and Brighthouse Financial and Aquarian signed and announced the merger;

>50% vote target; HSR expiry (filed Dec 19 2025, attained as at Mar 16 2026); Insurance approvals in Delaware, New York and Massachusetts; FINRA (filed Dec 8 2025); CFIUS;

BIP

BIPC

Brookfield Infrastructure Partners L.P.

Brookfield Infrastructure Partners Inc.

22-July-26

30-December-26

Plan

Friendly

Financial

0.00000

1.00000

37.47000

17300.00000

0.03589

0.29000

-1.01499

0.00

0.22

0.00000

37.67000

37.38000

0.51165

0.06936

74

Scotia

Torys / Goodmans

Plans to simplify its corporate structure (the Simplification) by converting BIP and BIPC into one publicly traded corporation, Brookfield Infrastructure Partners Inc. (BIP Inc.); Under the terms of the Simplification, upon receipt of approval from BIP unitholders, all outstanding limited partnership units of BIP, other than preferred units, will, together with certain related exchangeable securities, be exchanged on a one-for-one basis for newly issued shares of BIP Inc; BIPC shareholders will separately be asked to approve the Simplification, pursuant to which their class A exchangeable subordinate voting shares in BIPC (the BIPC exchangeable shares) will be exchanged for new shares of BIP Inc. on a one-for-one basis. If BIPC shareholders vote in favor of the Simplification, the exchange can also be completed on a tax-deferred basis. If BIPC shareholders do not approve the Simplification, the BIPC exchangeable shares will remain outstanding and become exchangeable, on a one-for-one basis, for newly issued shares of BIP Inc., rather than being exchangeable for units of BIP as they are today; Special meetings of BIP unitholders and BIPC shareholders will be held on October 14, 2026, and securityholders of record as of the close of business on August 21, 2026 will be entitled to vote at the applicable meeting. The Simplification will be implemented by way of a court-approved plan of arrangement and will be subject to customary regulatory approvals for a transaction of this nature, including approval for the listing of BIP Inc.s shares on the New York Stock Exchange and Toronto Stock Exchange. Following securityholder approval, Brookfield Infrastructure expects to complete the Simplification in the fourth quarter of 2026;

66 2/3 vote target;

BMBL

Bumble Inc.

Ithaca Holdings

13-October-26

31-December-26

Merger

Friendly

Consumer

6.05000

0.00000

5.95000

1300.00000

1.38189

0.11000

-3.40000

0.02

0.03

0.00000

6.05000

5.94000

0.10000

0.08464

75

GS / MS

KKR

Davis / Wachtell / Simpson

Kirkland

Definitive agreement; Bumble Inc. is the parent company of Bumble, Badoo, and BFF. The Bumble platform brings people closer to love by enabling them to build healthy relationships. Founded in 2014 by Whitney Wolfe Herd, Bumble was one of the first dating apps built with women at the center and connects people across dating (Bumble Date) and friendship (BFF); An independent Special Committee of Bumbles Board of Directors (Special Committee), advised by independent legal and financial advisors, conducted a rigorous process to evaluate a range of strategic alternatives; Following execution of the definitive agreement, affiliates of Blackstone and Ms. Wolfe Herd approved the transaction by a written consent of shareholders, providing the requisite shareholder approval for the transaction. Bumble shareholders will receive an information statement as required by Delaware law and the federal securities laws; Outside date July 12, 2027; The Parent Termination Fee is required to be deposited into an escrow account by October 19, 2026; Pursuant to an equity commitment letter, dated October 12, 2026, Greenoaks Prime Radiant LP agreed to provide equity financing in the aggregate amount set forth therein; Valuation: 6.7x EPS (2027E), 5.5x EBITDA (2027E), 1.6x sales (2027E); Inside date Nov 26 2026;

HSR expiry;

BNCC

OPFI

BNCCORP, INC.

OppFi Inc.

29-April-26

31-October-26

Merger

Friendly

Financial

19.37500

1.90000

30.09000

130.00000

0.05079

0.33400

-1.11774

0.20000

0.04

0.23

0.00000

30.03400

29.70000

0.33191

0.33608

14

Piper

Moelis

Fredrikson

Sidley

Definitive agreement; BNC National Bank is a community-focused commercial bank headquartered in Glendale, Arizona and operating as a subsidiary of BNCCORP, Inc. (BNCC), providing a broad range of financial services to individuals and small-to-medium-sized businesses across markets such as North Dakota and Arizona with approximately $1.1 billion in total assets and approximately $1.0 billion in total deposits as of December 31, 2025. Founded in 1987, BNC emphasizes relationship-driven banking, offering core products including checking and savings accounts, commercial and consumer loans, wealth management, and digital banking services, with a particular strength in business financing and SBA lending; The transaction brings together two complementary, market-leading businesses, combining OppFis sophisticated online lending platform with BNCs national bank charter and diversified banking infrastructure to create a stronger, more diversified, more scalable financial services provider; The transaction has been unanimously approved by the boards of both companies. The transaction is subject to BNCC stockholder approval, regulatory approvals, and other customary closing conditions. The transaction is expected to close during the fourth quarter of 2026; OppFi expects to generate substantial synergies of at least $60 million in the first-year post-closing, $90 million in the second year post-closing, and over $115 million in the third year post-closing. Synergies are based on achievable geographic expansion as well as funding optimization. The business plan does not assume headcount reduction; BNCC stockholders will own approximately 7% of the combined company and OppFi stockholders will own approximately 93% following closing; The transaction is expected to be significantly accretive, generating Adjusted EPS accretion of more than 25% in 2027 and more than 40% in 2028; Valuation: 1.2x BV; Each Holder also granted an irrevocable proxy to BNCC to vote such shares in accordance with the Voting Agreement in the event the Holder fails to do so. The Holders control an aggregate of approximately 20% of the outstanding shares of BNCC common stock; Outside date April 28, 2027 (automatically be extended to July 27, 2027); Valuation: 14.7x EPS (LTM), 1.21x BV, 1.26x TBV;

>50% vote target; Fed; FDIC; OCC; Common equity tier 1 capital ratio of no less than 12% and having a minimum tangible common equity not less than $111,952,000;

BNT

BN

Brookfield Wealth Solutions

Brookfield Corporation

27-May-26

30-November-26

Plan

Friendly

Financial

0.00000

1.00000

36.39000

4150.00000

0.00087

0.08000

0.00

0.00

0.00000

36.34000

36.26000

0.20275

0.04734

44

Transaction to further simplify their corporate structure under one publicly traded company; Under the terms of the Transaction, all class A limited voting shares of BN and class A exchangeable limited voting shares of BWS will be exchanged on a one-for-one basis for new shares of the Company; The Transaction will be implemented pursuant to a court-approved plan of arrangement and related steps requiring approval of shareholders of each of BN and BWS and is expected to be completed on a tax deferred basis for U.S. and Canadian shareholders. Management information circulars of BN and BWS will be filed with applicable securities regulators providing full details of the transaction and the matters contemplated therein will be voted on at the 2026 annual general meetings of BN and BWS, both to be held on July 16, 2026, as approved by the TSX; Completion of the Transaction is subject to customary conditions and is expected to close by year-end, subject to receipt of all applicable regulatory approvals;

66 2/3 vote target; >50% vote acquiror; Competition Canada (filed July 8 2026); HSR expiry (attained Sept 15 2026);

BOW

Bowhead Specialty Holdings Inc.

American Family Mutual Insurance Company

03-August-26

30-November-26

Merger

Friendly

Financial

34.00000

0.00000

34.14000

1200.00000

0.11147

-0.13000

-3.54000

0.14300

0.03

0.00

0.00000

34.00000

34.13000

-0.14000

-0.03352

44

Ardea

Keefe

Skadden

Willkie

Definitive agreement; Bowhead is a growing specialty insurance business providing casualty, professional liability and healthcare liability insurance products; Bowheads board of directors approved the transaction with American Family; The transaction is targeted to close prior to the end of 2026, subject to customary closing conditions, including receipt of required regulatory approvals and approvals of Bowheads stockholders; American Family will fund the purchase through cash and other liquid investments on hand. The transaction is not subject to any financing conditions or contingency; American Family already owns approximately 14.3% of Bowhead and supplies substantial underwriting infrastructure, issuing-carrier capacity and reinsurance support.; Market shares of U.S. specialty/excess casualty market: American Family assumed share: 2%, Bowhead assumed share: 1%; Valuation: 14.1x EPS (2027E), 2.19x BV; Outside date April 2, 2027 (may unilaterally extend the Outside Termination Date to June 2, 2027); Signed CA February 12, 2026; Preliminary proxy filing deadline: No later than 20 business days after signing; Initial regulatory filing deadline: Generally within 20 business days after signing for the Wisconsin Form A, HSR filing and identified Texas Department of Insurance filings; The regulatory efforts covenant is not a full hell-or-high-water commitment. Parent is protected by a negotiated Burdensome Condition and does not have to accept material capital-support or other adverse regulatory conditions; Background: Potential acquisition discussions began to develop in early 2026. Bowhead sent American Family a draft confidentiality agreement on January 29 and the parties executed the NDA on February 12. Bowhead began sharing confidential information on February 13. Several directors with American Family connections were recused from transaction deliberations. Bowhead retained Ardea on March 10 to advise the Company if an acquisition proposal emerged. In late April, American Family and Bowhead executives began discussing valuation more directly. Bowhead CEO Stephen Sills personally told American Family that he believed a compelling value should start at at least $40 per share, although he emphasized that this was his own view and had not been approved by the Board. American Family delivered its first formal non-binding indication of interest on May 22 at $31.00 per share in cash. The proposal was subject to diligence and contemplated approval by Bowheads independent directors and a majority of disinterested shareholders. The Non-Recused Directors reviewed the proposal on May 27. American Family then raised its indication to $33.00 on May 29 without demanding exclusivity. At the same time, Bowheads directors considered testing the market and instructed Ardea to contact 11 prospective strategic buyers. Between June 1 and June 6, Ardea contacted those 11 parties. Nine quickly declined. Party C acknowledged the outreach but ultimately did not engage. Party B, a large U.S. insurer that had previously discussed strategic opportunities with Bowhead, showed interest and signed a confidentiality agreement on June 8. Bowhead opened diligence to Party B while continuing extensive diligence discussions with American Family. Party B ultimately withdrew on July 2, citing valuation difficulty at Bowheads then-current trading price as well as issues including Bowheads business mix, long-tail liabilities and organizational-cultural differences. Party C never meaningfully reengaged. This left American Family as the only active buyer. Bowhead sent American Family the first merger agreement draft on June 23. That draft included a go-shop and a regulatory-efforts covenant subject to a Burdensome Condition. American Familys July 10 markup pushed materially toward stronger buyer protections. It required a majority-of-the-minority vote, removed the go-shop, proposed a force-the-vote structure, expanded the circumstances constituting a Burdensome Condition, tightened interim operating covenants, sought expense reimbursement if shareholders rejected the transaction and sought limits on shareholder lost-premium damages. Bowhead rejected a number of these changes in its July 17 counterproposal and restored both the go-shop and the Boards right to terminate for a Superior Proposal. American Family continued to hold at $33.00 through mid-July. On July 23, Bowhead management indicated that $33.00 was unlikely to be acceptable and suggested $35.00 might be a level the Board could consider, although that statement was again characterized as managements personal view. On July 28, American Family raised its offer to $34.00 and called that amount its best and final proposal. The $34.00 offer was conditioned on a separate vote of disinterested shareholders and on Bowhead agreeing to proceed without a go-shop. The transaction committee concluded that $34.00 represented an acceptable outcome given the pre-signing market check and the limited interest expressed by other potential buyers. By July 30, several remaining contractual issues had moved in Bowheads favor. American Family abandoned its proposed force-the-vote construct and accepted Bowheads ability to terminate for a Superior Proposal subject to paying the termination fee. The Bowhead directors nevertheless agreed that it was no longer necessary to demand a go-shop and instructed counsel to remove it. The directors also considered whether delaying the process might lead to a higher price but weighed that against American Familys characterization of $34.00 as its best and final offer and the risk of deterioration in Bowheads circumstances or share price. One final structural issue arose on July 31 when American Family proposed using a Parent entity that would require a capital contribution and an additional regulatory approval. Bowhead objected because that structure added financing and execution risk. American Family subsequently designated a sufficiently capitalized Pa

>50% vote target; HSR expiry (filed Aug 28 2026, attained Sept 28 2026); Insurance-regulatory approvals in Wisconsin (filed Aug 28 2026) and Texas (filed Aug 28 2026, attained Sept 15 2026);

BRBS

HTB

Blue Ridge Bankshares, Inc.

HomeTrust Bancshares, Inc.

17-August-26

15-January-27

Merger

Friendly

Financial

0.00000

0.08600

3.97000

448.10001

0.16158

0.04868

-0.50617

0.04

0.09

0.00000

3.98868

3.94000

0.07326

0.07757

90

Stephens

Piper

Williams

Silver

Definitive merger agreement; Blue Ridge Bankshares, Inc. is the holding company for Blue Ridge Bank, N.A. and BRB Financial Group, Inc. Blue Ridge, through its subsidiaries and affiliates, provides a wide range of financial services including retail and commercial banking, and retail mortgage lending; The acquisition expands HomeTrusts footprint into desirable Virginia markets, creating a commercial bank with over $7 billion in assets and over 60 locations across the Southeast. Leveraging HomeTrusts demonstrated performance improvement and merger experience, the combined company will be one of only three $5-10 billion major-exchange traded banks in the region, creating a market leading franchise well positioned for long-term growth and value creation for its stockholders; Holders of approximately 25% of Blue Ridges outstanding warrants have agreed to exchange their warrants for HomeTrust common stock. Remaining warrant holders have the right to do the same with their warrants or have their warrants rolled into newly issued HomeTrust warrants. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes; HomeTrust stockholders are expected to own approximately 65% of the combined company while Blue Ridge shareholders are expected to own approximately 35%; The transaction is expected to close early in the first quarter of 2027 and be accretive to earnings per share by approximately 30% assuming anticipated cost savings are fully achieved beginning in 2028. HomeTrust estimates dilution to tangible book value per share of approximately 8.3% at the closing of the transaction, with an earn-back period of approximately 3.25 years; The boards of HomeTrust and Blue Ridge unanimously approved the transaction, which is subject to regulatory approvals, HomeTrust and Blue Ridge stockholder approvals, and other customary conditions of closing; Signed CA June 15, 2026; Outside date August 16, 2027; Background: Blue Ridges strategic review followed a period of regulatory remediation and recapitalization. In the second quarter of 2024, Blue Ridge raised approximately $162 million from institutional and other investors, including Kenneth Lehman and Castle Creek. The capital supported balance-sheet repositioning, growth and remediation of issues underlying an OCC consent order issued in January 2024. Blue Ridge spent 2024 and 2025 moving back toward a traditional community-banking model. The OCC terminated the consent order in November 2025. During the second half of 2025, the board increasingly considered whether remaining independent or pursuing a transaction would produce greater shareholder value. Stephens participated in strategic discussions with the Blue Ridge board in December 2025. In January 2026, following favorable market reactions to other Mid-Atlantic bank transactions, Blue Ridge established a three-director Strategic Alternatives Committee. CEO G. William Beale retired in March 2026 and the board appointed Harry Golliday as interim CEO while continuing its strategic review rather than immediately appointing a permanent chief executive. Stephens was formally retained on April 15, 2026. On May 20, the board authorized a formal sale process targeting larger financial institutions. Beginning June 5, Stephens contacted seven institutions selected as plausible strategic buyers. Five executed nondisclosure agreements between June 5 and June 15 and received access to Blue Ridges confidential materials. Four submitted indications of interest by the June 30 deadline. HomeTrust initially proposed $4.05 to $4.30 per share in all-stock consideration. Company A proposed approximately $4.11 per share. Company B offered approximately $3.65 to $3.75 per share. Company C offered approximately $3.69 per share in a mix of stock and cash. HomeTrust and Company A both sought exclusivity, whereas Companies B and C did not. Following discussions with the bidders, Company A improved the implied value of its offer to approximately $4.28 per share based on its July 1 market price. HomeTrust then raised its proposed exchange ratio to 0.0878, implying approximately $4.34 per share based on its July 2 share price. On July 6, Blue Ridge selected HomeTrust and Company A for the second round based on consideration, closing certainty, strategic fit and other factors. Both performed additional diligence, and Blue Ridge distributed a draft merger agreement on July 24. On July 31, Company A informed Stephens that it did not expect to submit another bid because it believed its proposal would not be competitive. HomeTrust therefore emerged as the only final bidder. On August 3, it submitted its final proposal at a fixed 0.086 exchange ratio. Although this was below its prior 0.0878 ratio, movement in HomeTrusts share price meant the bid then represented approximately $4.41 per BRBS share and approximately $461.7 million of aggregate value. The proposal remained 100% stock and included two HomeTrust and HomeTrust Bank board seats for Blue Ridge directors. HomeTrust also proposed cashless treatment for Blue Ridge warrants. The Blue Ridge board accepted the indication of interest on August 6. Reverse due diligence on HomeTrust began on August 7. HomeTrusts counsel delivered a revised merger agreement on August 11. During the following week the parties negotiated the structure, warrant and equity-award treatment, representations and warranties, interim operating restrictions, board recommendation-change provisions, termination rights and employee arrangements. Both boards reviewed substantially final documentation on August 14. On August 16, Stephens delivered its fairness opinion to the Blue Ridge board and Piper Sandler delivered its fairness opinion to the HomeTrust board. Both boards unanimously approved the transaction. The parties executed the merger agreement that day and publicly announced the deal the following morning;

>50% vote target; >50% vote acquiror; Fed; FDIC; North Carolina Commissioner of Banks; Virginia State Corporation Commission, Bureau of Financial Institutions; OCC;

BWIN

The Baldwin Group, Inc.

Sequence Holdings / Dell Family Office

14-September-26

15-February-27

Merger

Friendly

Insurance

32.50000

0.00000

31.95000

7700.00000

0.87536

0.56000

-14.61000

0.02

0.04

0.00000

32.50000

31.94000

0.55000

0.05285

121

Ardea / MarshBerry / Perella

Piper / Moelis / MS / Barclays / Wells

Davis / Troutman / Potter

Latham / Sullivan

Definitive agreement; The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. (NASDAQ: BWIN) ("Baldwin") and its affiliates, is an independent insurance distribution firm providing indispensable expertise and insights that strive to give our clients the confidence to pursue their purpose, passion, and dreams. As a team of dedicated entrepreneurs and insurance professionals, we have come together to help protect the possible for our clients. We do this by delivering bespoke client solutions, services, and innovation through our comprehensive and tailored approach to risk management, insurance, and employee benefits; Sequences engineering talent and capital, in combination with DFO Managements long-duration, founder-aligned capital, will help accelerate Baldwins position as the insurance firm of the future; Eligible Baldwin colleagues to retain a significant minority equity stake alongside DFO and Sequence, preserving long-term alignment and colleague ownership; The transaction was unanimously approved by Baldwins Board of Directors, following the unanimous recommendation of a Special Committee comprised of independent, disinterested directors advised by independent legal and financial advisors; The transaction is expected to close in Q1 2027, subject to approval by Baldwin shareholders, the receipt of required regulatory approvals, and other customary closing conditions; Outside date June 14, 2027 (extends to September 14, 2027); Valuation: 13.1x EPS (2027E), 14.1x EBITDA (2027E), 3.5x sales (2027E); Background: During the fourth quarter of 2025 and the first quarter of 2026, Baldwins board and management evaluated the companys strategic positioning in response to deteriorating public-market valuations for insurance brokerage businesses, competition for talent, leverage constraints and uncertainty associated with artificial intelligence. The board instructed Ardea Partners to assist in evaluating strategic alternatives, including potential asset sales, continued independent operations and a possible sale of the entire company. In April 2026, Trevor Baldwin met with several financial investors to discuss the company and the insurance distribution industry. At an April 23 board meeting, Ardea presented its assessment of public-market conditions and alternatives available to the company. On May 20, the board authorized management and its advisers to begin preparing for potential transaction discussions, including negotiating confidentiality agreements and establishing a data room. Ardea contacted 22 prospective financial investors through June 20, with 25 contacted over the full process. Baldwin negotiated confidentiality agreements with 24 investors beginning May 26. The sale process became publicly known in June 2026. Sequence executed its confidentiality agreement on June 21, permitting information sharing with DFO. Sequence and DFO subsequently obtained access to the companys data room. The board established an independent special committee to oversee the proposed transaction and protect the interests of stockholders who would not participate in the rollover. The special committee retained Potter Anderson as independent legal adviser and Perella Weinberg Partners as independent financial adviser. The special committees composition was refined after a director resigned over possible professional relationships that could create independence concerns. On July 27, six bidders submitted nonbinding first-round offers. The participants comprised the Sequence and DFO sponsor group and five financial investors designated Parties A through E. The sponsor group submitted the highest initial bid at $31.75 per share, representing an implied equity value of approximately $4.47 billion and enterprise value of approximately $7.68 billion. The board reviewed the proposals on July 29 and advanced the sponsors, Party A and Party B to the second round. The company and its advisers continued due diligence discussions and negotiated proposed merger terms with the surviving bidders. The discussions included termination fees, regulatory obligations, financing commitments, the handling of the existing tax receivable agreement and the potential equity rollover by management. The sponsors emphasized that meaningful management rollover participation was an important component of their proposal. The special committee retained oversight of those discussions to address the potential conflicts associated with management participation. In August, Party B indicated that it could not meaningfully improve its proposed price. Baldwin consequently stopped prioritizing Party B. The primary competition became the Sequence and DFO sponsor group and Party A. The two groups negotiated different contractual protections, including different proposed levels of company termination fees, reverse termination fees and regulatory efforts commitments. On September 1, the sponsors and Party A delivered their final-round proposals. The sponsors maintained their $31.75 offer and indicated that their proposal was not subject to additional due diligence or a financing condition. Their proposal contemplated a significant management rollover, as well as the acceleration and termination of the companys tax receivable agreement. Party As proposal required at least $350 million of committed management rollover equity and requested exclusivity. After reviewing the proposals and their associated execution conditions, the company proceeded with the sponsors. During the following days, Baldwin and its advisers negotiated the acquisition price, financing documentation, regulatory covenants and the treatment of the tax receivable agreement. The sponsors initially increased their cash offer to $32.00 per share. The special committee also focused on negotiating a reduction in the payments otherwise due to tax receivable agreement beneficiaries, with the objective of preserving additional value for public shareholders. On September 13, the p

>50% vote target; HSR expiry (filed Oct 5 2026); Insurance regulatory approvals;

BWMN

Bowman Consulting Group Ltd.

Bernhard Capital Partners

10-August-26

11-November-26

Merger

Friendly

Consulting

43.00000

0.00000

42.80000

1000.00000

0.57914

0.21000

-15.56000

0.15300

0.01

0.01

0.00000

43.00000

42.79000

0.20000

0.07045

25

BofA

Latham

Kirkland

Definitive agreement; Bowman Consulting Group Ltd. Is a national engineering services and program management firm; Bernhard Capital Partners is a private markets investment firm focused on building market-leading infrastructure services and infrastructure asset platforms across essential sectors. With more than $6 billion in assets under management, the firm invests in complex, expansive and often regulated markets characterized by durable demand; Under the terms of the definitive merger agreement, Bowman, along with its financial and legal advisors, will be permitted to actively solicit, consider and negotiate alternative acquisition proposals from third parties during a 35-day go-shop period, concluding at 5:00 p.m. Eastern Time on September 13, 2026; The transaction was unanimously approved by Bowmans Board of Directors and is expected to close in the fourth quarter of calendar year 2026 or the first quarter of calendar year 2027, subject to approval by Bowman shareholders, receipt of required regulatory approvals and the satisfaction or waiver of other customary closing conditions; Certain holders of approximately 15.3% of Bowmans current voting power have entered into voting agreements to support the transaction; This is not a pure financial-buyer transaction from an antitrust perspective. Bernhard already owns multiple engineering, architecture, environmental, utility-engineering and infrastructure-consulting platformsincluding Atlas Technical Consultants, Aventia, Grace Design Studios and TechServthat have varying degrees of overlap with Bowman; Outside date February 9, 2027 (extends to May 10, 2027); Concurrently with the execution of the Merger Agreement, BCP Fund III, LP, BCP Fund III-A, LP, BCP Fund III GP, LP, BCP Prive Co-Invest, LP and BCP Prive Co-Invest-A, LP (each individually, a Guarantor and collectively, the Guarantors) entered into an equity commitment letter with Parent pursuant to which they have severally committed to provide equity financing to Parent in an aggregate amount equal to $605,210,000, on the terms and subject to the conditions set forth in the equity commitment letter; Certain financial institutions have severally committed to provide Merger Sub (in such capacity Borrower) with a $420 million senior secured first-lien term loan facility, including the receipt of executed loan documentation, accuracy of certain representations and warranties, consummation of the Transactions and contribution of equity a $65 million senior secured first-lien revolving credit facility, and a $65 million senior secured first-lien delayed draw loan facility on the terms set forth in a debt commitment letter, dated August 10, 2026 (the Debt Commitment Letter); Signed CA June 4, 2026; Valuation: 18.1x EPS (2027E), 9.1x EBITDA (2027E), 1.65x sales (2027E); Sept 14 2026 announced expiration of go-shop; Background: Bowmans strategic-process history predates Bernhards proposal. Beginning in early 2025, multiple parties approached the company. Party A, a financial sponsor, surfaced through BofA in March 2025 and entered into an NDA on June 25, 2025. After approximately six weeks of diligence, Party A declined to make an offer, citing Bowmans then-current trading price. A strategic buyer, Party B, also approached in April 2025. Other discussions followed, including Party D, which proposed a transaction in which Bowman stockholders would retain a minority interest in a combined public company. Bowman and Party D signed an NDA on August 22, 2025, but discussions ended in September when the parties could not agree on mutually acceptable terms. Party E initially approached Bowman in late 2025 regarding financing for a third-party acquisition, subsequently expressed interest in a Bowman take-private in March 2026, but withdrew in late April without submitting a written proposal. Bernhards engagement developed separately. Jonathan Parnell of Bernhard had previously discussed potentially joining Bowman and remained in periodic social contact with Gary Bowman. After Bowman announced in February 2026 that Gary Bowman intended to retire, Parnell arranged a March meeting. On March 10, Bernhard representatives told Bowman and Labovitz that Bernhard was evaluating a take-private but provided no price. On March 20, Bernhard submitted its first proposal at $33.05 per share, compared with Bowmans $27.06 closing price. The proposal requested 60 days of exclusivity. Bowman indicated that management was unlikely to recommend engagement on those terms. Bernhard subsequently increased its proposal. By April 28 the Board was considering a $38.00 per share proposal, which it concluded was not compelling and declined to pursue. Bernhard returned on May 22 with a $42.00 cash proposal. At that point the Board authorized an NDA and limited diligence rather than rejecting Bernhard again. Bowman and Bernhard negotiated the confidentiality agreement from May 30 through June 4. The agreement contained a standstill, and Bernhard then began substantive diligence. On June 29 Bernhard increased its offer to $42.30 per share. The Board met on July 1 to evaluate the proposal, Bernhards financing and diligence progress, and the possibility of contacting other buyers before signing. The Board considered the prior approaches from Parties A through E, none of which had produced an actionable proposal, and the potential risk that broader outreach would leak the negotiations or interfere with the companys business and CEO search. The Board also considered the possibility that upcoming second-quarter results could disappoint the market. Rather than run a pre-signing auction, the Board elected to continue negotiating with Bernhard without granting exclusivity while insisting on a post-signing go-shop that would allow other bidders to top the Bernhard transaction. By mid-July, BofA and management had identified approximately 75 possible alternative acquirors for a potential go-shop. The initial company draft merger agreement

>50% vote target; HSR expiry (filed Aug 24 2026, attained Sept 21 2026);

BZH

DFH

Beazer Homes USA, Inc.

Dream Finders Homes, Inc.

07-August-26

20-October-26

Merger

Friendly

Real Estate

33.50000

0.00000

33.47000

2200.00000

0.78476

0.04000

-14.69000

0.03500

0.01

0.00

0.00000

33.50000

33.46000

0.03000

0.11520

3

JPMorgan / Moelis

GS / BofA / Zelman / Vestra

King

Foley

Definitive agreement; Beazer is a leading national homebuilder operating in 15 markets across 13 states. The company designs, builds and sells new homes across a range of communities and price points, specializing in personalized homebuilding, land development, and homebuyer financing to make homeownership more attainable; Combination will create a scaled national homebuilder with complementary footprints and a clear path to accelerated growth; Expected to generate significant synergies and be double-digit percentage accretive to EPS in year one; Broadens the combined companys ability to serve buyers at every life stage from entry-level homes to move-up communities through an enhanced, fully integrated homebuying experience; Together, the two companies will form the nations sixth-largest homebuilder; Expected to generate over $100 million in annual run-rate cost synergies from production efficiencies, purchasing improvements, reduced overhead costs, elimination of duplicate public company costs, higher mortgage and title insurance capture rates, and lower insurance costs; Expected to be double-digit percentage accretive to EPS in year one, underpinned by strong revenue growth, disciplined cost management, and rapid synergy realization; Dream Finders expects to finance the transaction through a combination of existing capital resources and committed financing from Goldman Sachs, Bank of America, and affiliates of Kennedy Lewis Asset Management; The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Beazer shareholders and receipt of required regulatory approvals; Dream Finders originally offered $28.50 in February, $29.00 in March, then reduced its May proposal to $25.75. Beazer rejected those offers as materially undervaluing the company. Dream Finders later increased its public proposal to $32 before agreeing at $33.50; Outside Date Feb 6 2027 (subject to an automatic three-month extension if the conditions relating to regulatory approvals or the absence of a legal impediment relating to specified governmental consents have not been satisfied but all other conditions set forth in the Merger Agreement have been satisfied or are capable of being satisfied); Signed NDA July 15, 2026; HSR filing deadline: Within 10 business days after signing; Initial proxy filing deadline: No later than 20 business days after signing; Stockholder meeting: Generally no later than 30 days after mailing the proxy; The parties are subject to a reasonable-best-efforts standard and must work to resolve regulatory objections prior to the Outside Date. Dream Finders controls regulatory strategy, subject to consultation rights for Beazer; The regulatory covenant is stronger than a generic reasonable-best-efforts clause but not an unlimited hell-or-high-water commitment; Dream Finders has accepted a fairly meaningful obligation to remedy antitrust concerns involving Beazer assets and to litigate if necessary. However: the obligation is capped by the Beazer-level material-adverse-effect standard, $300 million or more of affected Beazer assets is expressly above the contractual ceiling, and Dream Finders existing businesses are completely outside the divestiture obligation; The agreement provides broad specific-performance rights rather than making the sellers ability to force closing contingent on debt actually being funded; Valuation: 35.2x EPS (2027E), 15.2x EBITDA (2027E), 0.91x sales (2027E), 0.8x BV; Background: In mid-2025, a significant shareholder identified as Fund A began advocating for a comprehensive sale process, arguing that Beazers scale and leveraged balance sheet constrained shareholder-value creation. The Board nevertheless continued to believe that execution of the standalone plan was preferable absent a transaction offering superior and more certain value. DFH CEO Patrick Zalupski subsequently approached Beazer CEO Allan Merrill about a transaction. On January 29, 2026, DFH informed Beazer that it intended to submit an acquisition proposal. DFHs February 5 proposal implied $28.50 per share based on the later disclosure that its March 17 offer of $29.00 represented a $0.50 increase. The Board rejected the February proposal as undervaluing Beazer and concluded that the Companys standalone plan offered a superior path at that point. DFH returned on March 17 with a $29.00 per share cash proposal and requested 30 days of exclusivity. DFH also indicated that it was prepared to publicly disclose its proposal if the Board did not meaningfully engage. The Board again rejected the proposal. On May 5, DFH reduced its proposal to $25.75 per share as homebuilding conditions weakened. DFH publicly disclosed its approach on May 11 after the Board declined to engage. The public proposal materially changed the strategic context around Beazer, including its shareholder base and market price. Investor discussions conducted by management produced a continued message that shareholders supported exploring alternatives but expected a transaction at a higher price than DFHs $25.75 proposal. Other potential strategic buyers also began showing interest. By June, the Company was engaging with multiple strategic counterparties designated Party A, Party B, Party C and Party D. Party B submitted a $32.00 cash proposal on June 19. DFH submitted another proposal on June 22 that implied $29.25 per share based on its subsequent $32.00 offer being $2.75 higher. The Board viewed both proposals as inadequate but authorized management and the financial advisors to open diligence to potential buyers willing to sign nondisclosure agreements with customary standstill and fall-away provisions. The Board also permitted the June 2026 Company Forecast to be distributed to qualified potential acquirors. The Company entered NDAs with Party B on June 29 and Party D on June 30. Party C signe

>50% vote target; HSR expiry (attained Sept 9 2026);

CBNK

PEBO

Capital Bancorp, Inc.

Peoples Bancorp Inc.

30-September-26

31-March-27

Merger

Friendly

Financial

0.00000

1.11000

39.55000

728.09998

0.21026

0.52490

-6.38693

0.04

0.08

0.00000

39.78490

39.26000

1.06922

0.06124

165

Stephens

RJ

Squire

Dinsmore

Agreement and plan of merger; Capital Bancorp, Inc., Rockville, Maryland is a registered bank holding company incorporated under the laws of Maryland. Capital Bancorp has been providing financial services since 1999 and now operates bank branches in four locations in the Washington, D.C., and Baltimore, Maryland, metropolitan markets, one bank branch in Fort Lauderdale, Florida, one bank branch in Chicago, Illinois, and one bank branch in Raleigh, North Carolina; Strategic combination creates a more diversified financial services franchise with greater scale, expanded Mid-Atlantic presence and complementary nationwide businesses; Upon completion of the Merger, the combined company is expected to have approximately $14 billion in total assets, $10 billion in total loans and $11 billion in total deposits, with over 150 banking locations across eight states and Washington, D.C., in addition to nationwide specialty financial services platforms; Former Capital shareholders are expected to collectively own approximately 32% of Peoples following completion of the Merger; The transaction is expected to be immediately accretive to Peoples estimated earnings in 2027 before one-time costs, with a tangible book value earnback period of under three years and a pro forma return on average tangible common equity of approximately 20%; The acquisition is expected to close during the first half of 2027, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approvals of the shareholders of Peoples and Capital; Valuation: 11.3x EPS (2027E), 1.3x BV, 1.91x TBV, Signed CA July 20, 2026; Outside date September 29, 2027;

>50% vote target; >50% vote acquiror; Fed; FDIC; OCC; Ohio Department of Commerce, Division of Financial Institutions; Ohio Secretary of State; Maryland Office of Financial Regulation;

CBZ

CBIZ Inc

Grant Thornton Advisors

29-July-26

03-November-26

Merger

Friendly

Consulting

55.00000

0.00000

54.83000

5000.00000

0.17773

0.18000

-8.12000

0.01

0.02

0.00000

55.00000

54.82000

0.17000

0.06874

17

GS

DB / JPMorgan / BMO / BofA / RBC / UBS / Evercore

Weil

Simpson / Mayer / Hunton

Definitive agreement; CBIZ, Inc. (NYSE: CBZ) is a leading professional services advisor to businesses nationwide. With industry knowledge and expertise in accounting, tax, advisory, benefits, insurance and technology, CBIZ delivers actionable insights to help clients anticipate what is next and discover new ways to accelerate growth. CBIZ has more than 9,500 team members across 23 major markets coast to coast; Creates the fifth largest professional services, tax and advisory provider in the U.S.; New Mountain Capital which led a May 2024 investment in Grant Thornton Advisors and fueled the firms growth strategy will be investing incremental equity to support the transaction; Upon closing, Grant Thornton in the U.S. is expected to become the fifth-largest provider of professional services, tax and advisory services, with more than $5 billion in annual domestic revenue. The transaction represents the largest of its kind in more than 25 years; With the combination, the multinational platform will have a footprint that spans more than 20 countries and territories, generates nearly $7.5 billion in revenue and employs more than 34,500 professionals across the Americas, Europe, the Middle East and the Asia-Pacific region; The CBIZ Board of Directors has unanimously approved the transaction and recommends that CBIZ shareholders vote in favor of the transaction. The transaction is expected to close in the fourth quarter of 2026, subject to approval by CBIZ shareholders, receipt of required regulatory approvals and satisfaction of other customary closing conditions; Under the terms of the definitive merger agreement, CBIZ, along with its financial and legal advisors, will be permitted to actively solicit, consider and negotiate alternative acquisition proposals from third parties during a go-shop period ending at 11:59 p.m. Eastern Time on August 27, 2026; Valuation: 12.2x EPS (2027E), 10.2x EBITDA (2027E), 1.69x sales (2027E); Outside date July 28, 2027; Concurrently with the execution of the Merger Agreement, pursuant to the terms of equity and debt commitment letters entered into by Parent and/or Affiliates thereof, New Mountain Partners VII, L.P., New Mountain Partners VII Luxembourg, SCSp and certain additional third-party financing sources have committed to provide, subject to the terms and conditions set forth therein, financing to Parent in an aggregate amount of $5.2 billion to fund Parents payment obligations in respect of the transactions contemplated by the Merger Agreement and pay related fees and expenses; Grant Thornton and CBIZ were reportedly the eighth- and ninth-largest U.S. firms by revenue before the transaction, and the combination would become the fifth-largest provider of U.S. professional, tax and advisory services; Background: On April 13, 2026, Grant Thornton and New Mountain submitted an unsolicited non-binding proposal to acquire CBIZ for $47.00 to $50.00 per share in cash. The proposal was based on public information and was subject to diligence. It included a highly confident financing letter and sought exclusivity. Grant Thornton also mentioned the possibility of discussing reinvestment by certain CBIZ shareholders at an appropriate time, but no shareholder reinvestment discussions occurred before execution of the merger agreement. The proposal did not contain employment or Parent equity arrangements for CBIZ directors or executives. After review with Goldman Sachs and Weil, the Board concluded the April offer did not provide sufficient value and instructed management and Goldman to seek a higher proposal. On May 19, Grant Thornton and New Mountain increased their proposal to $51.00 to $52.50 per share. The Board reviewed the revised economics with Goldman Sachs on May 26 and again determined the offer was inadequate. Management and Goldman were instructed to continue seeking a higher value. On May 29, Grant Thornton and New Mountain increased their proposal again to $54.30 per share, which they described as their best offer following the parties discussions. At a June 1 Board meeting, Goldman Sachs reviewed the $54.30 proposal, valuation metrics and CBIZs alternatives. The directors discussed the possibility of contacting other potential buyers before signing. Goldman Sachs also raised the alternative of including a post-signing go-shop in a transaction with Grant Thornton. The Board considered the possible business disruption associated with conducting a pre-signing outreach process and ultimately rejected the $54.30 offer. The Board instructed management to seek $56.00 per share, while determining that it would permit diligence if Grant Thornton offered at least $55.00. CBIZ also remained unwilling to grant Grant Thornton exclusivity. After CBIZ supplied additional information concerning its share count and indebtedness, Grant Thornton and New Mountain submitted a new proposal on June 8 at $55.00 per share in cash and characterized it as their best and final non-binding indication. On June 10, Goldman informed Grant Thornton that the Board had authorized discussions and diligence based on that price. CBIZ and Grant Thornton executed a confidentiality agreement on June 17, 2026 containing a standstill with a customary dont-ask-dont-waive provision and a change-of-control fall-away provision. From June 17 through signing, CBIZ, Grant Thornton and New Mountain conducted extensive diligence across financial, strategic, technology, cybersecurity, tax, insurance, human-resources and legal matters. Weil delivered the initial merger-agreement draft on June 22 and included a go-shop provision. Simpson Thacher returned comments on July 1. From July 1 through July 28, the parties negotiated the transaction documents. Key negotiating areas included financing certainty and cooperation, regulatory conditionality, equity-award treatment, the antitrust efforts standard, termination fees and the scope and mechanics of the go-shop. These issues were specifically identified to th

>50% vote target; HSR expiry (filed Aug 11 2026, attained Sept 10 2026);

CCC

CCC Intelligent Solutions Holdings Inc.

GTCR / Elliott Investment Management L.P.

15-October-26

23-January-27

Merger

Friendly

Tech

7.75000

0.00000

7.63000

6100.00000

0.44052

0.13000

-2.24000

0.02

0.05

0.00000

7.75000

7.62000

0.12000

0.05992

98

MS

JPMorgan / Citi

Kirkland

Simpson / Gibson / Debevoise

Definitive agreement; CCC Intelligent Solutions Holdings Inc. is a leading SaaS and AI platform provider for the multi-trillion-dollar insurance economy; The transaction was approved by CCCs Board of Directors and is expected to close in the first quarter of 2027, subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of CCC stockholders; The transaction is not subject to a financing condition; J.P. Morgan is serving as lead financial advisor to GTCR and lead arranger of committed financing for the transaction. Citi is also serving as financial advisor and participating in the committed financing; Outside date April 14, 2027; Valuation: 14.9x EPS (2027E), 11.3x EBITDA (2027E), 4.8x sales (2027E);

>50% vote target; HSR expiry;

CHMI

MITT

Cherry Hill Mortgage Investment Corporation

TPG Mortgage Investment Trust, Inc.

10-August-26

09-December-26

Merger

Friendly

Financial

0.93000

0.30630

2.48000

117.50000

0.28700

0.05889

-0.50505

0.04

0.10

0.00000

2.52889

2.47000

0.05940

0.17780

53

BTIG

Piper

Mayer

Hunton / Fried

Definitive merger agreement; Cherry Hill Mortgage Investment Corporation is a residential mortgage REIT; The companies expect the transaction to close in the fourth quarter of 2026, subject to customary closing conditions, including the approval of both MITT and CHMI stockholders. This strategic transaction was unanimously approved by the Board of Directors of MITT and Board of Directors of CHMI; We are excited to bring together two highly complementary portfolios to significantly enhance the scale of MITTs residential mortgage platform, which we believe will generate meaningful operational efficiencies and deliver accretive earnings growth for the benefit of all stockholders. We look forward to completing this transaction and replicating the success we achieved when we acquired Western Asset Mortgage Capital Corporation in 2023; After conducting a thorough competitive process with the assistance of our financial advisor, the Board unanimously determined that this transaction with MITT is in the best interest of CHMI and its stockholders. We believe this combination will unlock substantial value for all stockholders and we are excited about the value the combination can achieve; On a pro forma basis, following the closing of the transaction, MITT stockholders are expected to own approximately 73% of the combined companys equity, and CHMI stockholders are expected to own approximately 27%; More favorable expense ratio and operating efficiencies of approximately $7 to $9 million on an annual basis are expected to be realized; Outside date March 9, 2027 (subject to extension by an additional 60 days if, by such date, the only closing conditions not satisfied are those relating to obtaining regulatory approvals);

>50% vote target; >50% vote acquiror;

CSR

IRT

Centerspace

Independence Realty Trust, Inc.

09-September-26

30-November-26

Merger

Friendly

Real Estate

0.00000

3.80000

55.44000

2114.09277

0.14699

0.21800

-6.89691

0.02

0.03

0.00000

55.51800

55.30000

0.39685

0.06111

44

BMO

RBC / Rothschild

Wachtell

Troutman

Definitive merger agreement; Centerspace is an owner and operator of apartment communities committed to providing great homes by focusing on integrity and serving others. Founded in 1970, as of September 9, 2026, Centerspace owned 47 apartment communities consisting of 10,456 units located in Colorado, Minnesota, Montana, Nebraska, North Dakota, and Utah; Creating a leading middle-market apartment REIT with greater scale, broader geographic diversification, and an expanded value-add growth pipeline positioned to deliver attractive risk-adjusted returns with no additional leverage; Accretive to both IRT and Centerspace stockholders with estimated uplift of approximately 5% to 2027 Core FFO per share, supported by approximately $24 million of annualized synergies; Under the terms of the merger agreement, which has been unanimously approved by the Board of Directors of both IRT and Centerspace, Centerspace shareholders will receive 3.800 shares of IRT common stock for each share of Centerspace common stock owned and holders of common units in Centerspaces operating partnership will receive 3.800 common units in IRTs operating partnership, subject to certain adjustments; Upon closing, IRT stockholders will own approximately 78% and Centerspace shareholders will own approximately 22% of the combined companys equity on a fully diluted basis; The transaction is expected to close as early as the end of the fourth quarter of 2026, subject to approval by each of IRTs stockholders and Centerspaces shareholders, the timing of lender consents, and satisfaction of other customary closing conditions. The transaction is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes; Annualized synergies are estimated to be approximately $24 million; The transaction is expected to be approximately 5% accretive to IRTs 2027 Core FFO per share on a leverage neutral basis; IRT currently expects to continue to pay its quarterly dividend of $0.18 per share of common stock following the closing. Both companies intend to maintain regular quarterly dividend payments through completion of the transaction, except that, in the quarter in which the closing occurs, Centerspace will declare and pay a stub cash dividend of $0.09, prorated for the number of days elapsed in such quarter prior to closing; Outside date June 30, 2027; Signed CA June 10, 2026; Preliminary joint proxy / Form S-4: Contractually required to be filed as promptly as reasonably practicable and, absent mutual agreement otherwise, within 20 business days after signing; Background: The process began well before signing. In May 2025, IRT management and RBC discussed CSR as a possible acquisition candidate, and RBC contacted CSRs chairman on IRTs behalf. By August 2025, CSRs board was actively reviewing its strategic position, including the challenges associated with its cost of capital and the benefits of greater scale in multifamily REITs. CSR instructed BMO to contact publicly traded REITs and financial sponsors to gauge interest. IRT responded with an August 29, 2025 proposal offering 3.625 IRT shares for each CSR share. CSR did not immediately pursue a bilateral IRT transaction. Instead, in September 2025 the board elected to conduct a market check. BMO contacted numerous potential counterparties. Nine parties, including IRT, Party A and Party B, signed confidentiality agreements and received access to CSRs initial data room. IRT increased its proposal on October 28, 2025 to 3.675 shares and requested 30 days of exclusivity. CSR continued the broader process rather than granting IRT exclusivity. Following public disclosure of CSRs strategic review in November, another 11 potential counterparties entered confidentiality agreements and received access to the second-phase data room. Party C separately considered participating but ultimately declined because it wanted greater flexibility around its standstill and trading restrictions. By December 2025, IRT remained at 3.675 and indicated that it would not keep increasing its proposal unless CSR demonstrated willingness to focus on a combination. CSR concluded that the IRT proposal did not provide sufficient value and suspended substantive discussions. CSR then explored sales of geographically grouped property portfolios. The board considered asset sales, liquidation and continuation of CSRs standalone strategy. After receiving portfolio bids and considering execution risks, CSR decided in March 2026 to pursue targeted dispositions rather than a liquidation or company sale. CSR ultimately completed approximately $319 million of dispositions between June and August 2026. The transaction process revived during June 2026. Party D proposed an all-stock reverse merger under which CSR shareholders would own 68% of the combined company. CSR rejected that proposal after concluding that the resulting company would be too leveraged and that the geographic combination was unattractive. IRT separately renewed its interest. CSRs board reconsidered the difficulty of its standalone plan, its cost of capital, the importance of scale and the execution risks associated with liquidation. On June 26 the board authorized renewed negotiations with IRT, but expected an exchange ratio above IRTs previous 3.675 proposal. IRT and CSR executed an amended and restated confidentiality agreement on July 10, 2026, making the standstill mutual, and then exchanged confidential projections and conducted diligence. Management teams met in July and IRT conducted property site visits. IRTs board reviewed the potential combination with its financial and legal advisors and authorized negotiations to continue. Another potential bidder, Party E, later presented a proposal. CSRs board identified significant execution concerns, including Party Es lack of public-company acquisition experience, uncertainty concerning its financing, a requested 60-day exclusivity period and a proposed post-signing diligence out. CSR decline

>50% vote target; >50% vote acquiror;

CZR

Caesars Entertainment, Inc.

Fertitta Entertainment, Inc.

28-May-26

24-June-27

Merger

Friendly

Gaming

31.00000

0.00000

28.87000

17600.00000

0.49254

2.14000

-8.09000

0.05000

0.01

0.21

0.00000

31.00000

28.86000

2.13000

0.10956

250

PJT

MS / GS

Latham / Skadden / Freshfields

White

Definitive agreement; Caesars is one of the leading casino entertainment companies in the United States. Its an iconic brand with a significant presence of eight locations on the Las Vegas Strip: Caesars Palace, Harrahs, Paris Las Vegas, Planet Hollywood, Horseshoe, The LINQ Hotel, Flamingo, and The Cromwell, and one of the most recognized loyalty programs in the industry. Fertitta Entertainment brings a proven operating model and a decades-long track record of successfully integrating and growing market-leading hospitality and entertainment businesses, including Golden Nugget Hotels & Casinos and Landrys, one of the largest and most diversified restaurant and hospitality companies in America; The Board of Directors of Caesars Entertainment has approved the transaction and recommends that Caesars shareholders adopt and approve the merger agreement. The Board, after detailed consideration with the assistance of its outside financial and legal advisors, determined that the immediate cash premium offered by this transaction is compelling for Caesars shareholders, and its approval of this transaction underscores its commitment to drive and deliver value for shareholders; On a combined basis, guests will enjoy access to an expansive suite of diversified offerings 60 casino resorts and gaming facilities, online gaming including sports betting, iCasino, and Poker through Caesars leading digital platform, retail sports betting at over 200 third-party locations through the William Hill brand, and over 600 Fertitta Entertainment outlets, including Landrys full-service restaurants, plus multiple amusement, entertainment and aquarium venues; The proposed transaction is not subject to a financing condition. The transaction will be financed through a combination of equity contributed by Fertitta Entertainment, assumed Caesars debt, and new committed debt financing arranged by a group consisting of 10 banks; The transaction is subject to the approval of Caesars Entertainment shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals. In addition, the Carano family, which owns approximately 5% of the outstanding shares of Caesars Entertainment common stock, has agreed to roll a portion of their equity interests into Fertitta Entertainment; The agreement includes a go-shop period through July 11, 2026, during which time Caesars and its financial and legal advisors may solicit, consider and negotiate alternative acquisition proposals from third parties; if the Closing Date has not occurred as of June 26, 2027 (the Ticking Fee Date), an amount equal to (A) $0.007150 multiplied by (B) the number of days during the period beginning on (and including) the first calendar day of the month following the Ticking Fee Date and ending on (and including) the day immediately prior to the Closing Date; Outside date May 27, 2027 (shall be automatically extended to November 27, 2027); Signed CA February 20, 2026; Valuation: 86.4x EPS (2027E), 4.7x EBITDA (2027E), 1.24x sales (2027E); Background: The sale process developed initially around Carl Icahns investment in Caesars. During summer 2025, CEO Thomas Reeg held periodic discussions with representatives of the Icahn Group concerning Caesars business. By November 2025, Icahn expressed more serious interest in a potential take-private transaction. Because the Icahn Group was subject to restrictions under an existing Director Appointment Agreement, Caesars board and counsel considered whether and how Icahn could formally pursue a transaction. The Board ultimately granted a limited standstill waiver allowing the Icahn Group to privately formulate and present an acquisition proposal. During this period, Caesars began selecting an investment banker and ultimately retained PJT Partners as its exclusive financial advisor. The Icahn Groups financial advisor entered into a confidentiality agreement with Caesars on December 22, 2025. Four days later, on December 26, Caesars entered into a separate NDA with Fertitta Entertainment, Inc. FEI had informed Reeg on December 19 that it and its affiliates had accumulated stock and derivative exposure representing approximately 13 million Caesars shares and that FEI independently had potential interest in acquiring the company. The FEI NDA included a 12-month standstill and other customary confidentiality restrictions. Icahn submitted its first non-binding proposal on January 2, 2026 at $28.50 per share. The proposal contemplated cash from the Icahn Group, preferred equity, third-party debt financing and an equity rollover by members of the Carano family. FEI submitted its first identified proposal on January 9 at $28.75 per share, accompanied by a highly confident financing letter from Morgan Stanley. PJT informed FEI that the price was inadequate but continued diligence discussions. The competing processes subsequently produced higher economics. By February 13, FEI had increased its proposal to $32.00 per share. Its proposal evolved to include a $450 million reverse termination fee and a ticking fee of approximately $1.5 million per day beginning 13 months after signing. The transaction negotiations focused extensively not only on price but on regulatory obligations, financing structure, ticking-fee timing, interim operating restrictions, termination remedies and specific performance. The negotiations became more difficult as market conditions and financing costs changed. On March 16, FEI warned Caesars that it might reduce its proposed price by $1 per share because of increased macroeconomic risks and financing costs. The parties continued negotiating drafts of the merger agreement. Caesars counsel pushed for strong regulatory remedies, including uncapped damages for willful and material breach of the proposed hell or high water regulatory covenant, and resisted FEI efforts to delay commencement of the ticking payment. During April and May, the parties negotiated remedies and financing

>50% vote target; HSR expiry (filed July 13 2026, pulled and refiled Aug 13 2026, Sept 14 2026); Gaming approvals;

D

NEE

Dominion Energy, Inc.

NextEra Energy, Inc.

18-May-26

15-November-27

Merger

Friendly

Utilities

0.00000

0.81380

62.80000

100000.00000

0.23079

2.37187

-9.84667

0.02

0.19

0.40934

65.16187

62.79000

4.45997

0.06563

394

GS / JPMorgan

Lazard / BofA

McGuireWoods

Kirkland

Definitive agreement; Dominion Energy, headquartered in Richmond, Va., provides regulated electricity service to 3.6 million homes and businesses in Virginia, North Carolina, and South Carolina, and regulated natural gas service to 500,000 customers in South Carolina.; Creates the worlds largest regulated electric utility business by market capitalization and one of the worlds largest energy infrastructure companies with an unmatched operating platform benefiting customers; Combined companys customers will benefit over time from its enhanced scale in operations, procurement, construction and financing, enabling it to more cost-effectively meet increased electric demand for approximately 10 million customer accounts; Driving affordability through proposed $2.25 billion in bill credits spread over two years post-close for Dominion Energys customers in Virginia, North Carolina and South Carolina and enhanced operating and capital efficiency over the long term; NextEra Energy expected to improve its existing credit rating thresholds, while Dominion Energy and Dominion Energy Virginia expected to benefit from improved ratings and related reductions in financing costs, further helping keep customer bills more affordable; All-stock transaction is expected to be tax-free to shareholders and immediately accretive at closing to adjusted earnings per share; The combined company will benefit from the industrys most diversified growth platform, driving 9%+ adjusted earnings per share growth expectations through 2032; NextEra Energy and Dominion Energy shareholders owning approximately 74.5% and 25.5% of the combined company, respectively; The transaction has been unanimously approved by the boards of directors of both companies. The transaction is expected to close in 12 to 18 months, subject to customary closing conditions and approvals by the shareholders of NextEra Energy and Dominion Energy, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act and approval by the Nuclear Regulatory Commission. The companies will also file for review and approval from the Virginia State Corporation Commission, the North Carolina Utilities Commission and the Public Service Commission of South Carolina; Dominion Energy shareholders will continue to receive Dominions current quarterly dividend through closing plus a one-time cash payment of $360 million (which is taxable and is distributed equally across all outstanding Dominion Energy shares) at closing; Outside date November 15, 2027, which date is extendable to August 15, 2028; Signed CA November 4, 2025; Valuation: 19.9x EPS (2027E), 12.8x EBITDA (2027E), 6.33x sales (2027E); Background: Dominions board and management regularly evaluated the companys long-term strategy, capital requirements, customer affordability, and ability to fund infrastructure needed to meet accelerating electricity demand, particularly from data centers in Virginia. Against that backdrop, the board considered whether combining with a larger utility platform could provide greater financial capacity, operating scale, and execution resources than Dominion could achieve independently. As discussions advanced, Dominion engaged Goldman Sachs and J.P. Morgan as financial advisers and McGuireWoods as legal counsel. NextEra was advised by Lazard, Bank of America, Wells Fargo, and Kirkland & Ellis. The parties and their advisers conducted due diligence and negotiated the transactions valuation, exchange ratio, governance arrangements, regulatory commitments, customer benefits, termination protections, and other merger-agreement provisions. A central issue was the form and value of the consideration. The parties ultimately agreed that each Dominion share would receive 0.8138 NextEra shares, together with Dominion shareholders collective right to a $360 million cash payment at closing. Dominion shareholders would continue receiving Dominions regular quarterly dividend during the pre-closing period. The fixed exchange ratio resulted in Dominion shareholders owning approximately 25.5% of the combined company, with existing NextEra shareholders owning approximately 74.5%. The negotiations also focused heavily on regulatory risk because the combination requires approvals from several federal and state utility regulators. NextEra agreed to significant customer commitments, including approximately $2.25 billion of bill credits for Dominion customers, and accepted a $4.83 billion regulatory termination fee in specified circumstances. These provisions appear to have been important to Dominions assessment of both the public-interest case for the merger and NextEras commitment to obtaining regulatory approvals. Dominions board reviewed the proposed transaction with management and its legal and financial advisers. Goldman Sachs and J.P. Morgan provided financial analyses and fairness opinions. The board considered the premium and value offered to shareholders, continued participation in the combined company through stock consideration, the strategic benefits of greater scale, the ability to fund future infrastructure investment, customer commitments, execution risks, the lengthy regulatory process, and the possibility that NextEras share price could decline before closing. The parties reached final agreement on May 15, 2026. Both boards unanimously approved the merger, and the transaction was publicly announced on May 18, 2026. John Ketchum was designated to serve as chairman and chief executive officer of the combined company, while Dominion chief executive Robert Blue was expected to oversee the combined regulated utility operations;

>50% vote target; >50% vote acquiror; HSR expiry; FERC (filed July 15 2026); NRC (filed July 15 2026); Virginia State Corporation Commission (filed July 15 2026); North Carolina Utilities Commission (filed July 15 2026); Public Service Commission of South Carolina (filed July 15 2026);

DSGR

Distribution Solutions Group, Inc.

LKCM Headwater Investments, LLC

16-July-26

30-November-26

Merger

Friendly

Industrial

35.00000

0.00000

35.10000

2317.09912

0.81253

-0.09000

-15.78000

0.79000

0.00

0.00

0.00000

35.00000

35.09000

-0.10000

-0.02340

44

William Blair

JPMorgan

McDermott

Mayer

Definitive merger agreement; DSG is a premier multi-platform specialty distribution company providing high touch, value-added distribution solutions to the maintenance, repair & operations (MRO), original equipment manufacturer and industrial technologies markets. DSG was formed through the strategic combination of Lawson Products, a leader in MRO distribution of C-parts, Gexpro Services, a leading global supply chain services provider to manufacturing customers, and TestEquity, a leader in electronic test & measurement solutions; LKCM Headwater and its affiliates currently own approximately 79% of DSGs outstanding common stock. J. Bryan King, DSGs Chairman and Chief Executive Officer, is the Managing Partner of LKCM Headwater; Following LKCM Headwaters delivery of the Initial Proposal and in light of LKCM Headwaters existing ownership position and Mr. Kings roles with both LKCM Headwater and the Company, the board of directors of the Company (the Board) formed a special committee consisting of disinterested directors (the Special Committee) to evaluate the Initial Proposal and negotiate a potential transaction with LKCM Headwater. The Special Committee unanimously approved the transaction and recommended that the Board approve the transaction. The Board, upon the Special Committees unanimous recommendation, with certain directors recusing themselves from the vote, approved the transaction; The closing of the transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), the absence of legal restraints prohibiting the transaction, and stockholder approvals (including the approval of a majority of the votes cast by holders of DSG common stock not owned by LKCM Headwater and its affiliates); The transaction is not subject to a financing condition, however, in connection with the execution of the merger agreement, the Company entered into an amendment to its existing credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which, subject to the applicable terms and conditions of the Companys credit agreement, proceeds of revolving loans may be used to finance the transactions contemplated by the merger agreement; Valuation: 21.6x EPS (2027E), 12.0x EBITDA (2027E), 1.08x sales (2027E); Outside date December 31, 2026; Concurrently with the execution and delivery of the Merger Agreement, LKCM Headwater Investments IV, L.P. (in its capacity as such, the Equity Commitment Party) entered into an equity commitment letter with Parent, Intermediate and Merger Sub (the Equity Commitment Letter), pursuant to which the Equity Commitment Party has committed, subject to the terms and conditions set forth therein, to purchase, or cause one or more of its affiliates to purchase, directly or indirectly, equity securities of Parent up to an aggregate amount equal to $125,000,000 to fund a portion of the amounts payable in connection with the Transactions (the Equity Financing); Signed CA March 20, 2017; Background: LKCM Headwater initiated the process on March 14, 2026, when it delivered an unsolicited, preliminary and non-binding proposal to acquire the approximately 21% of DSG that it and its affiliates did not already own for $29.50 per share in cash. At the time, the LKCM group already beneficially owned approximately 78.7% of DSG. J. Bryan King simultaneously served as DSGs CEO, President and Chairman and as Managing Partner of LKCM Headwater. LKCMs initial proposal contemplated equity and debt financing and stated that the transaction would not be subject to a financing contingency. DSG publicly disclosed the approach on March 16. The Board formally established an independent Special Committee on April 6 consisting of Lee Hillman, David Edelson, Eileen Rhodes and Oscar Zamarripa. The Board delegated broad authority to the committee to evaluate, negotiate or reject the proposed transaction and potential alternatives. The Board also resolved that it would not approve or recommend a transaction without a favorable Special Committee recommendation. The Special Committee retained MWS as independent legal counsel and formally retained William Blair as financial advisor on April 26. LKCM was advised by J.P. Morgan and Mayer Brown. Because King occupied roles on both sides of the transaction, the Special Committee adopted protocols restricting managements communications with LKCM and directed that negotiations be conducted through the Special Committee and William Blair. Mayer Brown circulated initial drafts of the merger agreement, equity commitment letter and limited guarantee on April 14. At an April 17 meeting, the Special Committee reviewed the status of diligence and the initial transaction documents but instructed its advisors to concentrate first on valuation rather than negotiate detailed contractual provisions. Management provided five-year projections covering 2026 through 2030. Management advised the Special Committee that LKCM already had access to the forecasts contained in the lender materials because LKCM had participated in preparing those materials. On April 27, after William Blair reviewed preliminary valuation work, the Special Committee countered LKCMs $29.50 offer at $39.50 per share. LKCM responded through J.P. Morgan on May 6 by increasing its bid to $31.00 per share. The Special Committee concluded that $31.00 did not properly reflect DSGs value and declined to provide another price immediately. It also deliberately deferred discussions about management rollover, equity participation or transition arrangements until the core economic terms had been settled. On May 15, William Blair reiterated the Special Committees valuation position and supplied J.P. Morgan with DSGs five-year plan. By May 22, LKCM had not improved its offer, and the Special Committee decided that it would not engage further absent a higher bid. J.P. Morgan s

Majority of minority vote target; HSR expiry (filed July 29 2026, attained Aug 20 2026);

DV

DoubleVerify

Nielsen Holdings

06-August-26

15-February-27

Merger

Friendly

Media

13.60000

0.00000

13.50000

2150.00000

0.16140

0.11000

-1.78000

0.11800

0.03

0.06

0.00000

13.60000

13.49000

0.10000

0.02253

121

PJT

Barclays

Paul

Gibson

Definitive agreement; DoubleVerify is the leading software platform to verify media quality, optimize ad performance, and prove campaign outcomes; The transaction, which has been approved by the Boards of Directors of both companies, is expected to close by the first quarter of 2027, subject to approval by DoubleVerify shareholders, receipt of required regulatory approvals, and satisfaction of other customary closing conditions; The transaction will be financed through a combination of committed debt financing provided by Barclays, BofA Securities and Citi, incremental equity financing and cash on hand at Nielsen; Funds affiliated with Providence Equity Partners LLC (Providence) that own approximately 11.8% of DoubleVerifys outstanding shares of common stock as of August 5, 2026, have agreed to vote their shares in favor of the transaction; The transaction is more complementary than horizontally consolidating under conventional product definitions. Nielsen is strongest in audience measurement, media currency and cross-screen analytics, while DoubleVerify is strongest in digital media verification, invalid-traffic detection, viewability, brand suitability and campaign optimization; The harder question is whether regulators characterize the parties as present or future competitors in a developing market for integrated, independent, cross-platform media measurement and verification. That theory has precedent: in Nielsen/Arbitron, the FTC challenged the elimination of future competition in national syndicated cross-platform audience measurement and required licensing and asset-transfer relief; Valuation: 24.1x EPS (207E), 7.1x EBITDA (2027E), 2.43x sales (2027E); Outside date May 6, 2027 (automatically extends to August 6, 2027); Concurrently with the execution of the Merger Agreement, certain affiliates of Elliott Investment Management L.P. (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 $200,000,000 to provide equity financing for the Merger; Certain financial institutions (the Debt Financing Sources) have severally committed to provide Parent with debt financing in an aggregate principal amount of approximately $1,800 million (the Debt Financing) on the terms set forth in the related debt commitment letter and fee letter; Signed CA May 2, 2025; Preliminary proxy deadline: DoubleVerify must file the preliminary proxy as promptly as reasonably practicable and, absent Parent agreement otherwise, no later than 25 business days after signing; Stockholder meeting: Must generally be held promptly after mailing of the definitive proxy and initially scheduled no later than the 45th calendar day following first mailing; Background: DoubleVerifys Board had been reviewing strategic alternatives and potential transactions through 2025. In January 2025 the Company initially examined the possibility of acquiring another strategic business identified as Party A. Paul Hastings was retained on January 17, 2025 to advise in connection with a possible transaction. As the process evolved, the Companys focus shifted toward assessing a sale of DoubleVerify. A Special Committee composed of independent and disinterested directors ultimately oversaw the process, assisted by PJT Partners and Paul Hastings. During April 2026 the Company and PJT conducted a broad outreach process. Multiple strategic parties and private-equity sponsors were contacted. Several entered confidentiality agreements and participated in management meetings and due diligence. By late May, however, only Nielsen and Party A remained active. Nielsen signed its confidentiality agreement on May 2. Party A signed one on May 7. On May 20 Nielsen submitted an initial $14.00-per-share cash proposal funded by a mix of Nielsen cash, incremental debt and Elliott and Brookfield equity. Nielsens proposal did not include a financing condition. Party A followed on May 27 with an $11.20 cash proposal but did not identify its financing sources. Party A steadily increased its bid. It raised its proposal to $12.30 on June 18 and later to a $13.00 to $13.99 range on July 9. The Special Committee repeatedly focused on Party As financing uncertainty and its materially more difficult regulatory profile because Party A was a direct competitor to DoubleVerify in multiple parts of the advertising measurement market. Legal advisers advised the Special Committee that Party A presented substantially greater antitrust risk. Party A also initially failed to propose a meaningful antitrust reverse termination fee or a satisfactory remedy covenant. Nielsens process progressed more rapidly. Nielsen and its sponsors conducted extensive diligence throughout June and July. On July 17 Nielsen reaffirmed its $14.00 proposal and indicated that business diligence was complete, although it sought a 15-business-day exclusivity period. The Company did not simply accept the proposal. It continued negotiating simultaneously with Nielsen and Party A over price, financing, antitrust obligations, termination fees and employee equity treatment. The Company also pushed Nielsen for stronger remedy commitments and a 6% reverse termination fee. Lower-than-expected second-quarter performance became an important timing consideration. Management had disclosed weaker Q2 revenue expectations to both bidders during diligence. By late July, the Special Committee was concerned that release of the disappointing results could cause substantial downward pressure on DoubleVerifys share price and potentially lead one or both bidders to reduce or withdraw their offers. Nielsen cited the weaker results and certain perceived liabilities when it reduced its active proposal to $13.20 on July 30. The Committee rejected that price and

>50% vote target; HSR expiry (filed Aug 20 2026, attained Sept 21 2026); Australia ACCC (filed Sept 3 2026, attained Oct 13 2026); Cyprus (filed Sept 3 2026); German FCO (filed Sept 3 2026, attained Oct 5 2026); Morocco (filed Sept 3 2026);

EFSI

JMSB

Eagle Financial Services, Inc.

John Marshall Bancorp, Inc.

08-September-26

15-January-27

Merger

Friendly

Financial

0.00000

2.00000

45.75000

253.00000

0.11504

0.11000

-4.60167

5.97000

0.04

0.02

0.00000

45.67000

45.56000

0.43576

0.03936

90

Piper

Keefe

Troutman

Skadden

Definitive merger agreement; Eagle Financial Services, Inc. is the parent company of Bank of Clarke, a Virginia state-chartered bank established in 1881 and headquartered in Berryville, Virginia; Will bring together two of Virginias most respected community banking franchises; The transaction is expected to close early in the first quarter of 2027, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of both John Marshall and EFSI. Concurrently with the execution of the merger agreement, the directors and certain executive officers of EFSI have entered into agreements with John Marshall pursuant to which they have committed to vote their shares of EFSI common stock in favor of the merger, and the directors and certain executive officers of John Marshall have entered into agreements with EFSI pursuant to which they have committed to vote their shares of John Marshall common stock in favor of the merger; Valuation: 11.5x EPS (2027E), 1.3x TBV; Signed CA July 22, 2026; Inside date January 1, 2027; Outside date September 30, 2027; Background: The transaction developed as a negotiated strategic combination between two Virginia community banking franchises rather than an announced auction process. The parties entered into a mutual nondisclosure and confidentiality agreement on July 22, 2026, establishing the formal confidential framework for due diligence and transaction discussions. The executed merger agreement expressly identifies that July 22 NDA. The parties and their advisers subsequently conducted negotiations and due diligence concerning the economic terms, governance structure and other provisions of a potential combination. The advisers ultimately disclosed for the transaction were Keefe, Bruyette & Woods, a Stifel company, as financial adviser to JMSB, with Skadden, Arps, Slate, Meagher & Flom LLP as JMSBs legal counsel. Piper Sandler served as EFSIs financial adviser and Troutman Pepper Locke LLP acted as EFSIs legal counsel. Both financial advisers delivered fairness opinions to their respective boards. The negotiations produced a transaction structured expressly as a merger of equals. The 2.00 exchange ratio was combined with unusually balanced post-closing governance. The surviving board will have six directors from each legacy institution. JMSBs Christopher Bergstrom will become Executive Chairman, while EFSIs Brandon Lorey will become Chief Executive Officer. Those arrangements indicate that governance, management roles and institutional continuity were substantive components of the negotiated economics rather than EFSI simply selling itself for JMSB stock. On September 7, 2026, the JMSB and EFSI boards approved the final merger agreement. The agreement was executed that day, and the transaction was publicly announced before the market on September 8, 2026. The announced exchange ratio valued EFSI at approximately $253 million using JMSBs September 4 closing stock price;

>50% vote target; >50% vote acquiror; Fed; Virginia Bureau of Financial Institutions;

EQH

CRBG

Equitable Holdings, Inc.

Corebridge Financial, Inc.

26-March-26

31-December-26

Merger

Friendly

Financial

0.00000

1.55516

53.64000

10537.74414

-0.01576

0.22750

0.05

0.00

0.00000

53.79750

53.57000

0.55032

0.05100

75

GS

MS

Paul

Skadden

Definitive agreement; Equitable Holdings, Inc. (NYSE: EQH) is a leading financial services holding company comprised of complementary and well-established businesses, Equitable, AllianceBernstein and Equitable Advisors. Equitable Holdings has $1.1 trillion in assets under management and administration (as of 12/31/2025) and more than 5 million client relationships globally. Founded in 1859, Equitable provides retirement and protection strategies to individuals, families and small businesses. AllianceBernstein is a global investment management firm that offers diversified investment services to institutional investors, individuals and private wealth clients. Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) has approximately 4,600 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management services to clients across the country; The transaction will create a leading retirement, life, wealth and asset management company with formidable distribution capabilities, enhanced scale and a diversified portfolio of businesses with well-established global brands; The combined company will have $1.5 trillion in assets under management and administration across Individual Retirement, Group Retirement, Asset Management, Wealth Management, Life Insurance and Institutional Markets; The transaction is expected to be immediately accretive to the combined companys earnings per share and cash generation, increasing to over 10% by the end of 2028; The combined company expects more than $500 million of run-rate expense synergies by the end of 2028, primarily from the consolidation of functions, information technology systems and vendor partners; Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, Corebridge and Equitable will form a new parent company and each outstanding share of Corebridge common stock will be exchanged for the right to receive 1.0000 shares of the new parent companys common stock, and each outstanding share of Equitable common stock will be exchanged for the right to receive 1.55516 shares of the new parent companys common stock; Following the closing of the transaction, Corebridge shareholders will own approximately 51% of the combined company and Equitable shareholders will own approximately 49% of the combined company; Upon closing of the transaction, the combined company will operate under the Equitable name and brand and trade under the Equitable ticker symbol EQH on the New York Stock Exchange. Marc Costantini, President and Chief Executive Officer of Corebridge, will serve as President and Chief Executive Officer of the combined company and Robin Raju, Chief Financial Officer of Equitable, will serve as Chief Financial Officer of the combined company; The transaction is expected to close by year-end 2026, subject to customary closing conditions, including the receipt of required regulatory approvals and approval of shareholders of both Corebridge and Equitable; Valuation: 4.2x EPS (2027E); Outside date December 26, 2026 (subject to two automatic three-month extensions); Signed CA and Clean Team agreement February 23, 2026; Background: Equitable had considered a potential combination with Corebridge as early as 2023 and approached Corebridges then-parent company. The process became more active in 2025. On July 18, 2025, Corebridge chair Alan Colberg and Equitable CEO Mark Pearson met to explore possible interest in a transaction. Mr. Pearson updated the Equitable board on September 9, 2025. On September 16, 2025, Mr. Colberg and Equitable chair Joan Lamm-Tennant held a similar exploratory meeting. In November 2025, Mr. Pearson told the Equitable board that he intended to contact Marc Costantini after Mr. Costantini became Corebridge CEO. On December 3, 2025, the Corebridge board reviewed strategic options and authorized management to proceed in discussions with Equitable. The discussions accelerated in January 2026. On January 6, Messrs. Costantini and Pearson discussed the potential benefits of a transaction. On January 15, Messrs. Costantini and Colberg met with Mr. Pearson and Ms. Lamm-Tennant to discuss a no-premium all-stock merger of equals. The parties discussed governance terms, including Mr. Costantini as President and CEO of the combined company, Mr. Pearson as Executive Chair, Mr. Colberg as lead independent director, and a balanced combined-company board. The parties also aligned that the transaction would be structured as a no-premium all-stock merger of equals and agreed to direct their advisors to engage. Corebridges advisors were Morgan Stanley and Skadden. Equitables advisors were Goldman Sachs and Paul Weiss. Throughout January and February 2026, management and boards focused heavily on governance, leadership, cultural fit, and strategic rationale. Equitables board considered the selection of the combined-company CEO to be a significant issue and received briefings after Equitable executives met with Mr. Costantini. Corebridges board similarly focused on the Executive Chair role and Mr. Pearsons potential contribution to the combined company. The parties also discussed the role of AllianceBernstein in the combined company, which was a recurring strategic and diligence topic. On February 19, 2026, the Corebridge board met with management, Morgan Stanley, and Skadden to review the potential transaction, preliminary financial information, key considerations, a timeline, and next steps. On February 21 through February 23, Corebridge and Equitable representatives and their advisors negotiated a mutual confidentiality agreement, clean team confidentiality agreement, and exclusivity agreement. On February 23, Paul Weiss sent Skadden an initial draft merger agreement. That draft contemplated equal board designation rights, governance arrangements, integration planning, retention of the Equit

>50% vote target; >50% vote acquiror; HSR expiry (filed May 6 2026, attained June 5 2026); Insurance regulators in Arizona, Colorado, Missouri, New York and Texas; UK CMA (if requested); FINRA; Bermuda Monetary Authority, and securities regulators in Canada, China, Dubai, France, Hong Kong, Ireland, Luxembourg, Singapore, Switzerland, UK;

FNWD

FFBC

Finward Bancorp

First Financial Bancorp.

22-July-26

31-December-26

Merger

Friendly

Financial

0.00000

1.35000

42.00000

208.00000

0.32657

0.37150

-9.99043

0.04

0.04

0.00000

42.09150

41.72000

0.62334

0.07484

75

Stephens

MS

Barack

Squire

Agreement; Finward Bancorp is a locally managed and independent financial holding company headquartered in Munster, Indiana, whose activities are primarily limited to holding the stock of Peoples Bank. Peoples Bank provides a wide range of personal, business, electronic and wealth management financial services from its 24 locations in Lake and Porter Counties in Northwest Indiana and Chicagoland; Strategically expands First Financials presence in northwest Indiana and Chicago, with the addition of a low cost core deposit franchise and 24 locations; Transaction is expected to be approximately 5% accretive to First Financials earnings per share; The transaction is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, regulatory approvals and approval of Finwards shareholders; Valuation: 15.8x EPS (2027E), 1.05x BV; Outside date July 21, 2027; Background: Finwards board had been reviewing strategic alternatives well before the transaction with First Financial emerged. At a June 27, 2025 board meeting, the directors and Stephens discussed Finwards operating environment, its standalone outlook and potential combinations with other institutions. The board ultimately determined that exploring strategic options could establish whether a transaction would deliver greater shareholder value than remaining independent. Finward engaged Barack Ferrazzano for legal advice in July 2025. In September, it formed a capital committee that met regularly during the sale process and formally engaged Stephens as financial advisor. Finward and Stephens began approaching potential counterparties during the second half of 2025. Finward held discussions with Party A, Party B and Party C. Parties A and B signed nondisclosure agreements. Party A received selected diligence materials but paused discussions in November 2025 and did not re-engage. Finward then temporarily suspended the strategic process while it completed year-end reporting and other internal work. The process restarted in early 2026. Stephens arranged meetings with five potential partners in February, including an initial meeting with First Financial on February 3. First Financial and Party D subsequently signed nondisclosure agreements and continued discussions. Finward also re-engaged Parties B and C, although Party C ultimately withdrew. By May, First Financial, Party B and Party D were given access to the data room. Party A declined to re-enter the process. Separately, Party E contacted Finward on an unsolicited basis in late May and signed an NDA, but those discussions did not progress. The competitive phase culminated on June 3. First Financial submitted an all-stock indication of interest valued at $41 to $43 per FNWD share and requested 60 days of exclusivity. Party D also submitted an all-stock bid, but Finward and Stephens determined its implied value was materially below both First Financials proposal and the value potentially available under a standalone strategy. Party B had verbally indicated a possible valuation that Finward likewise considered materially inferior and did not submit a formal bid. After reviewing the alternatives, Finwards board instructed management and Stephens to negotiate with First Financial. On June 9, First Financial improved the lower end of its proposed range to $42 to $43 per share and reduced the requested exclusivity period from 60 days to 45 days. Finward accepted and entered into exclusivity that day. Reciprocal confirmatory diligence followed. First Financial delivered the initial merger agreement draft on June 19. The parties negotiated representations, interim operating covenants, employee compensation provisions, the termination fee and Finwards fiduciary-out rights over the following several weeks. During late June and July, the parties continued negotiating the final exchange ratio and remaining legal terms. Finward conducted reverse diligence on First Financial, including a June 23 meeting addressing FFBCs financial position, strategic plans, integration plans and prospects in Finwards markets. On July 15, Finwards board reviewed the substantially developed transaction terms and Stephens preliminary financial analysis. First Financials board approved the transaction on July 20. On July 21, Finwards board reviewed the final merger agreement, regulatory requirements, termination provisions, FFBCs financial and trading characteristics and the results of reverse diligence. Stephens delivered its fairness opinion. The Finward board unanimously approved the transaction. The parties signed later that day and announced the merger after the market closed;

>50% vote target; Fed (filed Aug 20 2026); Indiana Department of Financial Institutions (filed Aug 20 2026); Ohio Department of Commerce, Division of Financial Institutions (filed Aug 20 2026);

GDOT

Green Dot Corporation

Smith Ventures / CommerceOne Financial Corporation

24-November-25

31-October-26

Merger

Friendly

Financial

8.11000

0.00000

12.25000

825.00000

0.20593

2.03000

-0.40000

0.00

0.84

6.12000

14.23000

12.20000

2.02000

53.29836

14

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; Outside date November 23, 2026 (subject to an automatic 90-day extension in certain circumstances, including if required regulatory approvals have not been obtained);

>50% vote target; >50% vote acquiror; HSR expiry (cleared Jan 21 2026); Board of Governors of the Federal Reserve System; Alabama State Banking Department; Utah Department of Financial Institutions;

GSAT

AMZN

Globalstar, Inc.

Amazon.com, Inc.

14-April-26

31-March-27

Merger

Friendly

Tech

36.00000

0.19260

83.18000

11672.05371

0.23474

-2.74395

-18.01863

0.58000

0.04

0.00

-5.00000

80.34605

83.09000

-2.07392

-0.05438

165

BDT

Skadden / Wilson

Paul

Definitive merger agreement; Globalstar is a global telecommunications provider connecting what matters most. Through our industry-leading low Earth orbit (LEO) satellite constellation and licensed Band 53/n53 spectrum, we deliver reliable satellite and terrestrial connectivity solutions that empower customers worldwide to connect, transmit, and communicate smarter; Globalstar satellites, radio frequency spectrum, and operational expertise will enable Amazon Leo to add Direct-to-Device (D2D) services to future generations of its low Earth orbit satellite network; New Amazon Leo D2D system will help mobile network operators extend voice, text, and data services to customers beyond the reach of terrestrial cellular networks; Amazon and Apple enter agreement for Amazon Leo to power satellite services for supported iPhone and Apple Watch models, allowing users to text emergency services, message friends and family, request roadside assistance, and more; Globalstar stockholders will elect to receive for each share of Globalstar common stock they own either (i) $90.00 in cash or (ii) 0.3210 shares of Amazon common stock with a value capped at $90.00 per share. This consideration is subject to a proration mechanism that caps aggregate cash elections to a maximum of 40% of total Globalstar shares, and automatically converts excess cash consideration into stock consideration on a pro rata basis. The total transaction consideration is also subject to a downward adjustment of a maximum $110 million in the event Globalstar does not achieve certain operational milestones; Globalstar stockholders holding approximately 58% of the combined voting power of the outstanding shares of Globalstar common stock have approved the transaction by written consent; The transaction is expected to close in 2027, subject to the satisfaction of certain closing conditions, including receipt of regulatory approvals and the achievement by Globalstar of certain HIBLEO-4 replacement satellite milestones; Valuation: 65.6x EBITDA (2027E), 33.6x sales (2027E); Outside date April 13, 2027, which date may be extended to October 13, 2027 and again to April 13, 2028; Signed CA September 12, 2025; Signed Clean Team agreement December 8, 2025; Background: Globalstars strategic review process involved Amazon and at least three other potential acquirers identified as Party A, Party B and Party C. The process was overseen by Globalstars special committee and strategic review committee, with BDT acting as an advisor and Evercore later retained to provide additional financial advice and a fairness opinion. Globalstar also worked with Skadden and Wilson Sonsini as legal advisors. Customer, identified elsewhere as Apple, played a significant role because a buyer needed to establish an acceptable post-closing commercial relationship and address contractual transfer restrictions associated with Globalstars existing arrangements. By September 2025, Globalstar was conducting discussions and diligence with Amazon and Parties A, B and C. Globalstar executed its NDA with Amazon on September 12, 2025 and opened the virtual data room that day. The special committee deliberately avoided making an early counterproposal to Party A because it believed continued engagement with multiple parties could create competitive tension. Party C submitted a September 2025 indication valuing Globalstar at approximately $4 billion to $5 billion, equivalent to roughly $31.58 to $39.47 per share using the then-outstanding share count. The committee later distributed auction drafts of the merger agreement and support agreement to Amazon and Parties A, B and C. Final proposals and merger-agreement markups were requested in November 2025. The initial auction draft contemplated a stockholder meeting, a fiduciary out and a hell-or-high-water regulatory covenant. Bidders pushed for rapid approval through written consent, tighter post-signing deal protections and reduced regulatory-remedy obligations. Amazons proposal improved during November. On November 18, Amazon verbally proposed $70.00 per share entirely in Amazon stock. Globalstar revised the merger agreement to introduce a cash-stock election, accept stockholder approval by written consent within 24 hours and replace the hell-or-high-water standard with a covenant that excluded specified burdensome remedies. The committee also negotiated for a 5.5% reverse termination fee and proposed a lower target termination fee. On December 1, 2025, Amazon increased its proposal to an election between $90.00 cash, subject to a 40% cap, and $70.00 in Amazon stock, with the stock component capped at $77.00 at closing under that iteration. Amazon requested 14 days of exclusivity and emphasized its ability to reach a workable long-term arrangement with Customer. Negotiations continued for several months, including detailed work on Customer arrangements, regulatory obligations, consideration mechanics, satellite-system conditions and termination protections. The ultimate agreement signed on April 13, 2026 preserved the $90.00 cash election and 40% cash cap but provided the 0.3210 stock exchange ratio below the $280.38 Amazon-price threshold. It also included the Customer milestone adjustment, the $419.832 million Globalstar termination fee, the $592.071 million Amazon reverse termination fee, specific C-3 authorization and HIBLEO-4 milestone conditions, and immediate approval through the supporting stockholders written consent;

HSR expiry (filed May 14 2026, pulled and refiled June 17 2026, attained July 17 2026); Certain HIBLEO-4 replacement satellite milestones; FCC; ANFR, Ministry of Telecoms, Ministry of Space and French telecom regulator (ARCEP); Australia ACCC (filed June 29 2026, attained July 20 2026); Ukraine (attained Aug 27 2026);

HUN

OLN

Huntsman Corporation

Olin Corporation

16-June-26

31-March-27

Merger

Friendly

Industrial

0.00000

0.54760

8.46000

4749.31201

-0.12811

-0.08386

0.03

0.00

0.00000

8.35614

8.44000

0.02358

0.00619

165

Citi / MS

Lazard

Kirkland

Cravath / Sidley

Definitive agreement; Huntsman Corporation is a publicly traded global manufacturer and marketer of diversified chemical products with 2025 revenues of approximately $6 billion from our continuing operations. Our chemical products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial end markets. We operate more than 55 manufacturing, R&D and operations facilities in approximately 25 countries and employ approximately 6,000 associates within our continuing operations; Merger of equals; Complementary upstream and downstream capabilities to enhance integration and enable the combined company to better create value across cycles, products and regions; $400+ million of identified and actionable cost synergies and integration benefits; Enhanced financial profile and cost position expected to provide greater performance through the cycle, cash flow generation and growth optionality; Upon completion of the transaction, Olin shareholders will own approximately 54.5% and Huntsman shareholders will own approximately 45.5% of the combined company; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2027, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Olins shareholders and Huntsmans shareholders; Valuation: 10.6x EBITDA (2027E), 0.76x sales (2027E); Outside date June 16 2027 (subject to two automatic three-month extensions); Signed CA March 29, 2026; Background: Huntsmans board and management regularly reviewed strategic alternatives in light of industry conditions, global competition, geopolitical uncertainty, pricing and demand volatility, end-market trends, elevated cost structures, and the potential benefits of vertical integration and scale. The background section frames the Olin transaction as part of that broader strategic review rather than as the result of a broad public auction. In early April 2026, Peter Huntsman and Olin CEO Kenneth Lane began more focused discussions regarding a potential stock-for-stock merger of equals. On April 8, 2026, the Huntsman board met to discuss a potential combination with Olin, including strategic rationale, potential synergies, cultural fit, and governance. Mr. Huntsman described a structure in which Mr. Lane would serve as chief executive officer and Mr. Huntsman would serve as chairman. The Huntsman board expressed that Mr. Huntsman should serve as executive chairman. The next day, the Olin board met and discussed the same potential combination, including the strategic rationale of creating a vertically integrated chlor-alkali company and integrating Olins epoxy assets with Huntsmans specialized product portfolio. During April 2026, the companies held management presentations and synergy workstreams. Senior management teams met in Houston to review the businesses and to identify and validate potential synergies, investment opportunities, and the strategic and financial rationale for a combination. On April 15, 2026, the parties entered into a supplemental clean team confidentiality agreement to govern the handling of competitively sensitive information. Huntsman selected Citi and Morgan Stanley as financial advisors, while Olin worked with Lazard and legal counsel. Negotiations intensified in May 2026. The parties exchanged merger agreement drafts and continued reciprocal diligence, including site visits and workstreams on tax, human resources, benefits, information technology, environmental, legal, finance, and treasury matters. Important gating items included the exchange ratio, ownership split, transaction structure, governance framework, and whether Mr. Huntsman would be executive or non-executive chairman. On May 18, 2026, Huntsmans counsel returned a revised merger agreement draft that generally accepted reciprocal no-shop and force-the-vote provisions, proposed termination fees equal to 4.5% of each partys fully diluted equity value, and included expense reimbursement up to $30 million for a shareholder vote failure outside an adverse recommendation change. By June 10, 2026, Mr. Huntsman and Mr. Lane had agreed in principle, subject to board approval, to determine the exchange ratio using the ratio of the parties 30-day VWAPs as of June 12, 2026 and to proceed with the dual-vote structure. The parties also aligned on other governance matters, termination fees, and expense reimbursement. On June 12, 2026, the VWAP formula produced the final 0.5476 exchange ratio, implying approximately 54.5% ownership for Olin shareholders and 45.5% ownership for Huntsman stockholders. Mr. Huntsman later asked whether Olin would agree to a higher exchange ratio, but Mr. Lane reiterated Olins position that the ratio remain 0.5476. On June 14 and June 15, 2026, the Huntsman board reviewed the final transaction terms, legal considerations, regulatory filing requirements, and financial analyses from Citi and Morgan Stanley. On June 15, Citi and Morgan Stanley each delivered fairness opinions to the Huntsman board that the exchange ratio was fair from a financial point of view to Huntsman stockholders, subject to the assumptions and limitations in their opinions. The Huntsman board unanimously approved the merger agreement and recommended that Huntsman stockholders approve the transaction. Also on June 15, 2026, the Olin board met with management and representatives of Lazard, Cravath, and Sidley. Lazard reviewed its financial analysis and delivered its fairness opinion that the exchange ratio was fair from a financial point of view to Olin, subject to the assumptions and limitations in its opinion. The Olin board then approved the transaction and recommended that Olin shareholders approve the direct merger proposal and the subsidiary merger proposal;

>50% vote target; >66 2/3% vote acquiror; HSR expiry (filed July 8 2026, attained Sept 11 2026); Competition Canada; India (filed Sept 9 2026); Brazil CADE (attained Sept 16 2026); China SAMR (filed Oct 12 2026);

HZO

MarineMax, Inc.

Safe Harbor Marinas (Blackstone Infrastructure)

10-August-26

07-December-26

Merger

Friendly

Industrial

53.00000

0.00000

52.38000

1500.00000

0.96078

0.63000

-25.34000

0.02

0.02

0.00000

53.00000

52.37000

0.62000

0.08788

51

Wells

Evercore

Sidley

Simpson

Definitive agreement; Safe Harbor Marinas is a marina and superyacht service business; MarineMax operates approximately 65 marina and storage facilities; The purchase price represents a premium of 96% to MarineMaxs closing share price of $27.03 on January 30, 2026, the last trading day prior to public disclosure of an unsolicited non-binding proposal to acquire 100% of the Company, as well as a premium of 110% to the Companys 90-day volume weighted average price for the period ended January 30, 2026; The transaction is the culmination of a competitive strategic review process led by the Companys Board of Directors (the Board) and management, with the assistance of the Companys independent financial and legal advisors; The transaction announced today is the result of careful consideration and negotiation by the Board and management. Following a thoughtful and comprehensive process, the Board unanimously concluded that this transaction is in the best interests of MarineMax and its shareholders, and that the transaction price represents compelling and certain value for MarineMaxs shares; The transaction, which was unanimously approved by the Board, is expected to close by the end of the calendar year 2026, subject to customary closing conditions, including certain regulatory approvals and the approval of MarineMaxs shareholders; The closing of the transaction is not subject to a financing condition; Safe Harbor was already the worlds largest marina owner/operator before this transaction, owning 138 marinas across the U.S. and Puerto Rico when Blackstone acquired it for $5.65 billion in April 2025. MarineMax adds 65 marina/storage facilities plus IGYs international luxury-marina network; Outside date May 9, 2027 (subject to two automatic extensions of three months each); Signed NDA February 17, 2026; Parent is not required to accept remedies that would reasonably be expected to have a material adverse effect on the combined financial condition, assets, liabilities, businesses or results of operations of MarineMax and Parent and their respective subsidiaries; Valuation: 32.6x EPS (2027E), 10.7x EBITDA (2027E), 0.66x sales (2027E); Inside date December 7, 2026; Background: MarineMaxs strategic review predates the current transaction by several years. During 2023 and 2024, the board considered alternatives including a sale of the entire company, divestitures, real estate monetization and continuing as an independent company. MarineMax also held discussions with various potential counterparties. In June 2023 it entered into a confidentiality agreement with Party A, which subsequently conducted diligence. The process that ultimately resulted in the Safe Harbor transaction accelerated after Safe Harbor Marinas delivered an unsolicited proposal in December 2025. MarineMaxs board engaged Wells Fargo as financial adviser and Sidley Austin as legal adviser and expanded its consideration of potential alternatives and counterparties. The board formed a transaction committee and pursued a broad competitive process rather than immediately negotiating exclusively with Safe Harbor. Safe Harbors initial proposal was approximately $34 per share. The company and its advisers contacted and engaged numerous financial sponsors, strategic parties and consortiums over the following months. Safe Harbor entered into its confidentiality agreement with MarineMax on February 17, 2026. The competitive process included Party E, which made public overtures toward MarineMax and disputed proposed standstill terms before eventually participating in diligence, as well as a consortium led by Parties J and S and numerous other potential counterparties. MarineMax opened a data room between March 14 and April 6, 2026 to multiple bidders that had executed confidentiality agreements. Management also provided bidders with financial projections and later provided disaggregated marina and retail forecasts. By June 2026, eight remaining counterparties received formal process letters requesting merger agreement comments and revised bids. The transaction committee sought strong contractual terms in addition to price. Its proposed terms included a regulatory covenant requiring the buyer to take steps necessary to secure approvals, a 2.5% company termination fee and, depending upon the bidders financing structure, either unconditional specific performance or significant reverse-termination protections. By early August, the process had narrowed. On August 4 and 5, Party Z proposed $43.25 per share, Safe Harbor proposed $42.50, the Party J and S Consortium proposed $40.00 and Party E proposed $36.00. Safe Harbor then increased its bid to $48.00 on August 6 and requested exclusivity. MarineMax did not immediately grant it. The company continued to use the competition with Party Z to seek improved bids. On August 7, the board instructed Wells Fargo to solicit best and final offers from Safe Harbor and Party Z. Safe Harbor submitted a $53.00 per share best and final bid on August 8. The board concluded that Safe Harbors bid represented the superior proposal among the remaining alternatives and authorized a short exclusivity period through the end of August 9. MarineMax informed Party Z and the Party J and S Consortium that it would proceed with another bidder. Between August 6 and August 9, Sidley and Simpson Thacher negotiated the merger agreement, equity commitment letter and related documentation. Material negotiated subjects included closing conditions, required regulatory approvals and interim operating covenants. On August 9, Wells Fargo delivered its fairness opinion and the MarineMax board unanimously approved the transaction at $53.00 per share;

>50% vote target; HSR expiry (filed Aug 28 2026, pulled and refiled HSR Sept 30 2026);

IHS

IHS Holding Limited

MTN Group Limited

18-February-26

31-October-26

Merger

Friendly

Telecom

8.50000

0.00000

8.44000

6200.00000

0.03281

0.07000

-0.20000

0.40000

0.02

0.26

0.00000

8.50000

8.43000

0.06000

0.20310

14

JPMorgan

BofA / Citi

Latham

Cravath

Merger agreement; IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure in the world by tower count and is solely focused on the emerging markets. The Company has over 37,000 towers across its seven markets, including Brazil, Cameroon, Colombia, Cote dIvoire, Nigeria, South Africa and Zambia; MTN Group Limited is a pan-African mobile operator; Transaction enables IHS Towers shareholders to crystallize the significant value created during the companys strategic review process; MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction; 239% premium over IHS Towers share price at the announcement of the Companys strategic review on March 12, 2024; The transaction provides shareholders with an immediate and certain opportunity to realize the value generated since the announcement of the Companys strategic review on March 12, 2024, which was initiated during a period of sustained geopolitical and macroeconomic volatility in key operating markets; IHS Towers Board of Directors, has unanimously approved the Agreement and the transaction, and resolved to recommend approval of the Agreement and the transaction by IHS Towers shareholders; MTN has agreed to vote all of its IHS shares in favor of the transaction, and long-term IHS Towers shareholder, Wendel, has also provided a letter of support to vote in favor of the transaction. With these two shareholders combined, more than 40% shareholder agreement or support has been secured for this proposed transaction to conclude; The transaction is expected to close in 2026, and is subject to certain closing conditions, including shareholder and regulatory approvals. The transaction will be funded through the rollover of MTNs existing approximately 24% fully diluted stake in IHS Towers, together with approximately $1.1 billion of cash from MTN, approximately $1.1 billion of cash from IHS Towers balance sheet, and the rollover of no more than the existing IHS Towers debt; Outside date November 17, 2026, as may be extended by mutual written consent of the Company and Parent, and as shall be extended automatically by an additional 45 days if the Required Cash Condition or the Minimum Operating Condition is not satisfied; Signed CA March 12, 2024; Valuation: 11.4x EPS (2027E), 5.3x EBITDA (2027E), 3.14x sales (2027E); Background: The Companys Board regularly reviewed strategic alternatives as part of its assessment of IHSs long term strategy, capital allocation, market position and shareholder value. Those reviews included potential business combinations, acquisitions, dispositions and other strategic alternatives compared with continued operation as a standalone public company. In August 2024, IHS and MTN began resetting their commercial, operational and strategic relationship following the resolution of a commercial dispute. In September 2024, Citi and Bank of America, acting as financial advisors to Parent, contacted J.P. Morgan regarding a potential sale of the Companys Nigerian towers portfolio and other possible transactions involving Parent and the Companys African tower assets. In early November 2024, Sam Darwish of IHS met with Ralph Mupita of MTN to discuss a possible sale of the Nigerian tower portfolio. Mr. Mupita indicated that MTNs board would consider either acquiring the Nigerian tower portfolio or pursuing a broader transaction in which Parent would acquire all of the Companys operations outside Latin America. On January 27, 2025, the Company and Parent entered into a confidentiality agreement to evaluate a potential strategic transaction, including a Company sale. The agreement initially did not include a standstill, although it was later amended to add one. During 2025, the Company and Parent continued to evaluate a broader transaction against the backdrop of the Companys other asset sale processes. By December 2025, the Board was focused on key terms of the draft merger agreement, including the Companys obligation to fund a large portion of the purchase price, the operating cash condition and restrictions on any special dividend without Parents approval. The Board also noted that greater certainty around the Latin American sales would be necessary before approving the transaction. In January 2026, negotiations focused on the final shape of the merger agreement. Parents draft proposed multiple conditions related to indebtedness, regulatory adverse change, material customer relationships and the Companys ability to fund Company Funded Cash. At the Boards direction, J.P. Morgan discussed with Citi and Bank of America an increase to Parents prior $8.00 per share offer. On February 17, 2026, J.P. Morgan delivered its oral fairness opinion to the Board, later confirmed in writing, that the $8.50 per share merger consideration was fair from a financial point of view to holders of ordinary shares other than Parent and affiliates. The Board then approved the merger agreement and related transactions. The Company and Parent executed the merger agreement and related documents, and the Company also announced the LatAm Towers Sale;

>66 2/3 vote target; Minimum cash of $355 million; Successful completion of the sales of both its Latin American tower and fiber operations, announced on February 17, 2026, and February 11, 2026; Antitrust approvals; Nigeria; Zambia; Cameroon; Cote dIvoire; South Africa;

IMXI

WU

International Money Express, Inc.

The Western Union Company

11-August-25

31-December-26

Merger

Friendly

Financial

16.00000

0.00000

10.23000

500.00000

0.72414

5.85000

-0.87000

0.04

0.87

0.00000

16.00000

10.15000

5.84000

8.13260

75

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 (attained); HSR expiry (attained Oct 6 2025, filed again Oct 2 2026); Money Transmitter Requirement Approvals;

IRDM

RKLB

Iridium Communications Inc.

Rocket Lab Corporation

29-June-26

28-June-27

Merger

Friendly

Telecom

27.00000

0.40000

44.25000

8000.00000

0.24081

4.12200

-5.25023

0.03

0.44

0.00000

48.29200

44.17000

4.55408

0.15144

254

Evercore

DB / Wells / PJT

Davis / Wilkinson

Wilson / Goodwin / DLA

Definitive agreement; Iridium Communications Inc. is a leading provider of global voice, data, and positioning, navigation, and timing (PNT) satellite services; Unites Rocket Labs leading launch and satellite manufacturing capabilities with Iridiums global network, spectrum, and experience to unlock critical space applications; Adds material revenue scale and is significantly accretive to Rocket Labs cash flow generation and profitability; It merges Rocket Labs leading launch capabilities and satellite manufacturing with Iridiums global satellite communications network, spectrum, and 500-plus strong partner ecosystem to create a competitive, vertically-integrated space company that designs, builds, launches, and operates its own constellations, delivering critical communications capability to millions of users worldwide; Under the terms of the transaction, Iridium stockholders will receive $27.00 in cash and a number of shares of Rocket Lab common stock calculated pursuant to an exchange ratio (subject to a collar) for each share of Iridium common stock outstanding at the closing. The collar is banded from $67.50 to $112.50. The transaction has a notional value of $54.00 per share of Iridium common stock; The transaction is expected to be completed in mid-2027, subject to the satisfaction of customary closing conditions, including approval of Iridium stockholders and required regulatory approvals; The transaction has been unanimously approved by the boards of directors of Iridium and Rocket Lab. Moreover, each director of Iridium holding shares of Iridium common stock has entered into a voting agreement to support the transaction; As part of the transaction, Rocket Lab has received commitments for a $3.6 billion 364-day senior secured bridge term loan facility from Deutsche Bank and Wells Fargo. Rocket Lab intends to fund the cash component of the transaction through a combination of cash from its balance sheet and other debt and equity financing sources; The Exchange Ratio will be the following: (i) if the Rocket Lab Common Stock Price (as defined below) is equal to or less than $67.50, then the Exchange Ratio will be 0.4000; (ii) if the Rocket Lab Common Stock Price is greater than $67.50 but less than $112.50, then the Exchange Ratio will be the quotient obtained by dividing $27.00 by the Rocket Lab Common Stock Price, rounded to four decimal places; and (iii) if the Rocket Lab Common Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400; Outside date June 28, 2027, which date may be extended to September 28, 2027 and December 28, 2027; Signed CA February 6, 2026; Valuation: 40.1x EPS (2027E), 15.8x EBITDA (2027E), 8.6x sales (2027E); Background: Iridiums strategic process began well before the formal Rocket Lab bid. On November 12, 2025, Iridium entered into a mutual confidentiality agreement with Party A after discussions at an industry conference. That agreement did not contain a standstill. Iridium later entered into an updated mutual confidentiality agreement with Rocket Lab on February 6, 2026 in connection with potential acquisition discussions. Rocket Labs agreement contained a 12-month standstill and dont-ask-dont-waive provisions, although those restrictions would terminate if Iridium agreed to be acquired by another party. The process ultimately developed into a broader strategic sale effort. Iridium and Evercore contacted or interacted with multiple potential strategic counterparties. Six other parties declined to pursue a transaction because of strategic fit or industry considerations. Party C contacted Iridium in early May but did not ultimately sign a confidentiality agreement or submit a proposal. Party B received access to the data room and conducted due diligence but ultimately stopped participating. Party A remained a credible competing participant and conducted substantial diligence. Rocket Lab initially submitted terms that the Iridium board determined did not adequately value the company. Evercore told Rocket Lab in late April that Iridium was soliciting competing interest and requested an improved proposal with higher valuation and greater value certainty. Rocket Lab continued diligence through May. Iridium simultaneously allowed Party A and Party B to perform diligence and formally requested proposals from the active participants. On May 18, Iridium circulated an initial merger agreement contemplating an all-cash acquisition. Importantly, that draft proposed a buyer regulatory termination fee and a strong regulatory-efforts obligation requiring the buyer to accept divestitures or other restrictions needed to obtain approval. This starting position is relevant because the buyer regulatory fee was later negotiated away. The consideration structure evolved from cash to cash plus Rocket Lab shares. Iridium and Evercore analyzed a collar designed to improve value certainty. On June 10, an updated merger agreement reflected cash-and-stock consideration and a collar. Meanwhile, Party A communicated a potential value range of approximately $41 to $45 per share and suggested it might reach the high end only if Iridium granted exclusivity. The Iridium board declined to provide Party A exclusivity because it believed a superior valuation could be negotiated with Rocket Lab. Party A ultimately did not submit a final proposal or markup of the merger agreement. During the legal negotiations, Rocket Lab proposed a 4.0% target termination fee and eliminated Iridiums proposed buyer regulatory termination fee. Rocket Lab nevertheless agreed to significant regulatory-remedy obligations, though drafts initially included materiality qualifications. Iridiums counsel pushed for greater closing certainty and a lower target termination fee. On June 22, Rocket Lab submitted a revised bid of $52.00 per Iridium share, consisting of $26.00 cash and $26.00 in Rocket Lab shares, with no financing contingency. Negotiations continued through the following wee

>50% vote target; HSR expiry (attained Aug 12 2026); FCC (filed Aug 10 2026);

ITGR

KKR

Integer Holdings Corporation

KKR & Co Inc

03-August-26

25-November-26

Merger

Friendly

Healthcare

127.00000

0.00000

126.77000

5700.00000

0.51787

0.24000

-43.09000

0.03

0.01

0.00000

127.00000

126.76000

0.23000

0.01711

39

GS

Centerview / Barclays/ Citi / RJ

Davis

Kirkland

Definitive agreement; Integer Holdings Corporation is a leading global medical device contract development and manufacturing organization (CDMO); The definitive agreement follows the comprehensive strategic review announced by Integer on April 30, 2026. In consultation with management and its financial and legal advisors, the Integer Board considered a range of potential alternatives to ensure the Company is best positioned for continued success and to maximize stockholder value. The Board determined that the transaction with KKR represents the best path forward for Integer and delivers immediate and certain value to its stockholders; The transaction is expected to close by the end of the year, subject to the satisfaction of customary closing conditions, including approval by Integer stockholders and the receipt of required regulatory approvals; The Integer Board has unanimously approved the agreement and recommends that Integer stockholders vote their shares to approve the transaction and adopt the merger agreement. This transaction is not subject to any financing contingency; KKR will make its investment in Integer through its core private equity strategy and finance the transaction through a combination of equity provided by investment funds managed by KKR and committed debt financing; Citi, KKR Capital Markets, Barclays, UBS and Jefferies will act as lead arrangers for the debt financing in connection with the transaction; KKRs recently formed Allyntra medtech precision-engineering platform, built around Precipart, creates a potentially relevant horizontal overlap with portions of Integers medical-device component and contract-manufacturing operations. Nevertheless, available information suggests that the overlap is likely too limited to support a prohibition; Precision-engineered medtech components markets shares: Integer #1 at 18%, Allyntra / Precipart #6 at 8%; In a broad global medical-device contract-manufacturing market, the combined share and change in concentration are expected to be small. Illustrative estimates produce a post-transaction HHI below 600 and a HHI of approximately 18. In a narrower market for precision-engineered medtech components, the post-transaction HHI could be approximately 1,370 with a HHI of approximately 288. These concentration levels warrant investigation but do not independently indicate likely illegality; Valuation: 18.5x EPS (2027E), 13.3x EBITDA (2027E), 2.96x sales (2027E); Signed CA May 22, 2026; The company must call the meeting and begin mailing the proxy within five business days after the SEC confirms that it will not review the filing or completes its review. The meeting is to take place within 35 days after the proxy is first mailed; Outside date May 2 2027; Background: ITGRs board had periodically considered strategic alternatives before the formal sale process. Interest intensified after a December 17, 2025 Wall Street Journal report concerning Irenic Capital Managements reported investment in Integer. Between that report and Integers April 30, 2026 announcement of a formal strategic review, ITGR and Goldman Sachs received approaches from 17 potential counterparties, including 15 financial sponsors and two strategic parties. The strategic review was publicly announced on April 30, which gave additional prospective bidders an opportunity to participate. Beginning May 1, Goldman Sachs contacted more than 20 potential counterparties at the boards direction. ITGR ultimately signed confidentiality agreements with 20 parties, consisting of 17 financial sponsors and three strategic buyers. KKRs NDA was executed on May 22. Each NDA contained customary standstill restrictions with fall-away mechanics following certain third-party acquisition transactions. The bidders received ITGRs financial projections and due diligence information. Management presentations were conducted with 17 of the 20 parties. On June 17, six parties submitted written initial indications of interest. KKR initially proposed $100 to $105 per share. Party A offered $105 to $115. Party B proposed $112 to $118. Party C offered $105 to $110. Party D proposed $105. Party E proposed $98 to $102. Two additional sponsors verbally indicated values of $95 to $99 and $90. Party C subsequently told Goldman Sachs it would require another equity partner to complete its financing. On June 19, the board advanced KKR, Parties A, B, D and E to the next round while excluding Party C and the two sponsors that had not provided written proposals. Further diligence continued through June and July. Party E continued diligence but did not ultimately submit a revised proposal. Party D withdrew on July 7. ITGR provided draft merger agreements to KKR, Party A and Party B. The three remaining bidders were asked to submit merger-agreement markups and final proposals on a common timetable. Party A and Party B submitted their first agreement markups on July 20 and KKR submitted its markup on July 22. Davis Polk subsequently negotiated key terms with the bidders, including liability caps, equity treatment and antitrust provisions. On July 29, the economics changed significantly. KKR submitted a revised indication at only $110 per share. Party A offered $103. Party B offered $118. The board evaluated the proposals not just on price but also financing, regulatory risk and transaction certainty. Given Party Bs superior economics, Goldman Sachs informed KKR and Party A that the company intended to proceed with another bidder. ITGR told Party B it was prepared to consider short-term exclusivity if Party B increased its price to $120 and improved certain merger-agreement provisions. Before Party B responded, KKR materially increased its offer to $125 per share. Party B then increased first to $120 and subsequently to $125. With both bidders at $125, the board and its advisors focused on price, closing timing, regulatory considerations and financing certainty. Goldman Sachs was instructed to request best-and-fin

>50% vote target; HSR expiry (filed Aug 31 2026, attained Sept 30 2026); German FCO (attained Sept 25 2026);

KVUE

KMB

Kenvue Inc.

Kimberly-Clark Corporation

03-November-25

31-October-26

Merger

Friendly

Healthcare

3.50000

0.14625

18.73000

48700.00000

0.46191

0.04119

-5.88662

0.02

0.01

0.00000

18.76119

18.72000

0.05321

0.07680

14

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 (attained Feb 12 2026); Competition Canada (filed Feb 27 2026, attained Mar 31 2026); EC (attained Oct 13 2026); UK CMA; China SAMR (filed May 7 2026); South Africa (attained Sept 1 2026); Australia ACCC (attained Sept 1 2026); Brazil CADE (attained Oct 15 2026);

LCII

PATK

LCI Industries

Patrick Industries

30-June-26

31-March-27

Merger

Friendly

Industrial

0.00000

1.24400

82.05000

3908.12720

0.15777

1.63536

-9.68672

0.02

0.14

0.00000

83.08536

81.45000

2.75377

0.07633

165

Perella

JPMorgan / Baird

Kirkland

McDermott

Definitive agreement; LCI Industries, through its Lippert subsidiary, is a global leader in supplying engineered components to the outdoor recreation and transportation markets; Combines customer-focused component solutions providers across complementary product portfolios and end markets; Compelling financial benefits underpinned by strong cash flow generation and a solid balance sheet to drive continued growth and disciplined capital allocation strategy; Patrick shareholders will own approximately 52% of the combined company and LCI shareholders will own approximately 48%; Accelerates shareholder value creation, with $150+ million of estimated run-rate synergies; The transaction is expected to close in the first half of 2027, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions; Outside date March 30, 2027 (subject to two three-month extensions); Valuation: 11.5x EPS (2027E), 7.9x EBITDA (2027E), 6.1x Adj EBITDA after synergies (2027E), 0.88x sales (2027E); Background: Discussions between Patrick and LCI developed over an extended period rather than through a broad auction. Patrick CEO Andy Nemeth and then-LCI CEO Jason Lippert began discussing the strategic logic of a potential combination in late 2025. They revisited the concept in January 2026, including potential governance arrangements, customer reaction and opportunities to share potential synergies with customers. Through February, management teams continued preliminary discussions regarding strategic rationale, operating efficiencies, cost savings and potential leadership arrangements. Patricks board formally reviewed the concept on February 10 and 11 and authorized further engagement. Governance became an important negotiating issue early in the process. Patrick wanted Nemeth to remain CEO of the combined company. LCI indicated that if Patrick selected the CEO, LCI would expect meaningful influence over the combined companys board leadership. Patrick formally engaged J.P. Morgan and Baird as financial advisors while McDermott advised Patrick on legal matters. LCI was advised by Perella Weinberg Partners and Kirkland & Ellis. By early April, Patrick was proposing an all-stock merger of equals with no premium, initially with an 11-member board consisting of six Patrick and five LCI directors. LCI pushed for equal board representation and greater influence over the chair position. On April 13, J.P. Morgan received press inquiries from Bloomberg and Reuters about possible negotiations. The companies initially declined to confirm the discussions. Bloomberg subsequently advised the companies that it intended to publish a report and did so on April 17. Patrick and LCI then publicly confirmed that they were discussing a potential merger of equals. The leak materially affected the negotiating environment because the companies relative share prices moved, which subsequently became an important issue in negotiations over the exchange ratio. The initial negotiations ultimately broke down. Following changes at LCI, including Jason Lipperts June departure as CEO, LCIs board decided on June 6 to seek to restart discussions. PWP contacted J.P. Morgan the following day. Patricks board authorized Nemeth to re-engage but wanted economics informed by the parties unaffected pre-leak trading prices and revised governance terms. Discussions resumed on June 10. Patrick initially proposed that it designate the combined companys chair and that the board consist of six Patrick directors and five LCI directors. LCI resisted Patricks proposed governance arrangement. The negotiating pace accelerated in mid-June. Patrick initially proposed approximately 53% ownership for Patrick shareholders and 47% for LCI stockholders. LCI countered. On June 22, LCI proposed 49% ownership for its holders, equal six-six board representation, Cleveland as chair, Sirpilla as vice chair and Nemeth as CEO. Patrick responded on June 23 with the eventual approximately 52% Patrick and 48% LCI ownership framework and an evenly divided 12-person board. LCI accepted the 48% economic split on June 24. Patrick had proposed a 14-day exclusivity agreement, but the LCI board elected not to enter formal exclusivity because it wanted to target signing before the market opened on June 30. The proxy also discloses limited alternative-party activity. Before the Patrick transaction, LCI had discussed an all-stock transaction with an unidentified Party A, but LCI wanted a premium and Party A was unwilling to provide one satisfactory to LCI. On June 15, 2026, Party As CEO again expressed potential interest in acquiring LCI, but no substantive transaction negotiations followed and Party A submitted no proposal. Separately, an unidentified strategic industry participant and customer of both companies, Party B, expressed reservations about the Patrick-LCI combination in April and suggested potentially exploring a transaction with Patrick. Nemeth invited Party B to submit a proposal, but none was submitted. By June 29, both boards were reviewing substantially final terms. The parties bankers initially calculated an exchange ratio of 1.2351 based on the agreed 52% / 48% ownership split and then finalized the capitalization calculations. Patricks board approved the merger after considering valuation work, relative trading prices, synergies, governance and the strategic rationale. PWP delivered its fairness opinion to the LCI board. The final merger agreement, using a 1.2440 exchange ratio, was executed June 30; Oct 13 2026 received second request from DOJ;

>50% vote target; >50% vote acquiror; HSR expiry (filed Aug 5 2026, pulled and refiled Sept 9 2026, Oct 13 2026 received second request from DOJ); Competition Canada;

LFCR

Lifecore Biomedical, Inc.

Webster Equity Partners

28-September-26

15-December-26

Merger

Friendly

Biotech

6.28000

0.00000

6.40000

663.70001

0.49524

0.22900

-1.96328

0.01

0.10

0.33900

6.61900

6.39000

0.21900

0.23179

59

Bourne / Craig

MS

Ballard / Zukerman

Goodwin

Definitive agreement; Lifecore Biomedical, Inc. is a fully integrated contract development and manufacturing organization (CDMO) that offers highly differentiated capabilities in the development, fill and finish of sterile injectable pharmaceutical products in syringes, vials, and cartridges, including complex formulations; The transaction is expected to close at the end of the fourth quarter 2026, subject to the approval of Lifecores stockholders, the receipt of required regulatory approvals, and the satisfaction of certain other closing conditions. The Lifecore Transaction Committee and Lifecore Board of Directors have unanimously approved the merger agreement and recommend that Lifecore stockholders vote their shares to approve the transaction and adopt the merger agreement; Webster Equity Partners has secured committed financing for the transaction. It has delivered to Lifecore a debt financing commitment letter from MidCap Financial Trust, MSD Partners, L.P. and Alcon Research, LLC, and an equity commitment letter from funds advised by Webster Equity Partners that, in the aggregate, are sufficient to fund the purchase price and pay related fees and expenses at closing; The merger agreement includes a 30-day go-shop period, during which time Lifecore and its advisors may solicit, consider and negotiate alternative acquisition proposals from third partie; A non-tradable CVR will be issued to Lifecore stockholders and certain equity award holders at closing, and the rights of the CVR holders will be governed by the CVR agreement following closing. Under the CVR agreement, the CVR holders will receive cash payments contingent upon Lifecores achievement of revenue-based performance milestones for 2028 and 2029 and an EBITDA-based performance milestone for 2030. The payout on the CVRs is $30 million for achievement of the 2028 performance milestone, $45 million for achievement of the 2029 performance milestone, and $85 million for achievement of the 2030 performance milestone, subject to catch-up in 2029 on the 2028 milestone payment and other adjustments. In the aggregate, stockholders may receive up to $9.67 per share of common stock or common stock equivalent based upon the cash consideration at closing and assuming full performance milestone payments of $160 million in the aggregate; Signed CA November 26, 2025; Signed clean team agreement December 16, 2025; Outside date June 27, 2027 (extends to September 27, 2027); Parent has obtained $400 million in equity financing commitments from affiliates of funds managed by Webster for the purpose of financing in part the transactions contemplated by the Merger Agreement and paying related fees and expenses. Parent has also obtained a debt financing commitment from two third party lenders and Alcon for the purpose of financing in part the transactions contemplated by the Merger Agreement; Parent has obtained commitments for debt financing from two third party lenders for an aggregate of $115 million in term loans and an aggregate of $30 million in a revolving credit facility, and from Alcon for $35 million in a term loan, in each case, on the terms set forth in a debt commitment letter; Valuation: 21.4x EBITDA (2027E), 5.1x sales (2027E);

>50% vote target; HSR expiry;

LNTH

Lantheus Holdings, Inc

Curium (CapVest Partners LLP)

03-August-26

31-March-27

Merger

Friendly

Healthcare

102.50000

0.00000

99.99000

8000.00000

0.08500

4.32000

-3.85101

0.03

0.53

1.80000

104.30000

99.98000

4.31000

0.09786

165

MS / BofA / Solomon

Jefferies / JPMorgan / PJT

Covington / Ropes

Kirkland / Arnold

Definitive agreement; Lantheus is a leading radiopharmaceutical-focused company committed to enabling clinicians to Find, Fight and Follow disease to deliver better patient outcomes; Strategic transaction would bring Curiums theranostics portfolio and global manufacturing platform together with Lantheus complementary U.S. radiodiagnostics business; Provides for near-term certain value for Lantheus shareholders of $102.50 per share in cash at closing and up to an additional $12.00 per share of Contingent Value Rights tied to specified performance milestones for Lantheus commercial portfolio; Combined company would serve oncology, neurology and cardiology patients across more than 70 countries; The Board of Directors of Lantheus has unanimously approved the transaction; Curium was established in 2017 by global investment firm CapVest Partners LLP (CapVest) which remains its controlling shareholder and last year completed the successful recapitalization of Curium in a transaction which valued the Curium Group at approximately $7 billion; The Lantheus Board of Directors, with the assistance of its financial advisors, conducted a comprehensive evaluation of its strategic options, including outreach to multiple third parties and remaining as a standalone company. After concluding this robust process, the Board unanimously determined that this transaction is in the best interests of Lantheus and its shareholders as the value maximizing path relative to the other strategic options; The transaction is expected to be financed through a combination of debt and equity and is not subject to any financial conditions or other related contingencies; The transaction is currently expected to close in the first half of 2027, subject to satisfaction of customary closing conditions, including receipt of Lantheus shareholder approval and required regulatory approvals; The transaction is more complementary than directly horizontal, particularly in the United States. Lantheus is strongest in commercial radiodiagnostics such as PYLARIFY, DEFINITY and Neuraceq, while Curium combines isotope production, radiopharmaceutical manufacturing, SPECT products, selected PET diagnostics and an emerging therapeutic pipeline; Valuation: 16.2x EPS (2027E), 13.1x EBITDA (2027E), 4.84x sales (2027E); The CVR is a non-transferable right that can pay up to $12.00 per share in additional cash based on specified aggregate adjusted sales milestones. Shareholders may receive up to $8.00 per share if global prostate cancer diagnostics sales reach thresholds ranging from $950 million to $1.75 billion in fiscal 2030, up to $3.00 per share if global neurology diagnostics sales reach $300 million or $350 million in any of fiscal 2028 through 2030, and $1.00 per share if the global DEFINITY business reaches $400 million in sales in fiscal 2030; Signed CA Feb 18 2026; Signed clean team agreement May 20 2026; Outside date May 2 2027 (can be extended to November 30, 2027); HSR filing deadline: No later than 15 days after signing, unless otherwise agreed or delayed by a qualifying federal government closure; CMA briefing-paper deadline: No later than 30 business days after signing; The parties must use reasonable best efforts to obtain the required approvals and eliminate regulatory impediments before the outside date; Background: The process began before Curiums approach. In spring 2025, Party A approached Lantheus and entered into a confidentiality agreement containing a customary standstill. The parties held preliminary discussions but ultimately discontinued the process. Separately, beginning in late 2025 and extending into early 2026, Lantheus management conducted a broader strategic review of the companys businesses and portfolio at the direction of the board. Morgan Stanley was engaged to help evaluate strategic alternatives, including potential transactions and continued operation as a standalone radiodiagnostics-focused company. Party B submitted an unsolicited expression of interest in December 2025 but did not provide a valuation and substantive discussions did not proceed at that stage. Curiums process began on February 9, 2026, when Curium Biopharma CEO Chaitanya Tatineni contacted former Lantheus CEO Brian Markison regarding a potential transaction. Lantheus and Curium entered into a mutual NDA on February 18. The NDA initially contained no standstill. Following preliminary discussions and diligence, Curium submitted its first written proposal in early April. The April 3 proposal contemplated $92 to $95 per share in cash. The board considered that valuation inadequate but authorized continued discussions because it believed a transaction could be attractive at a sufficiently higher price. Lantheus also re-contacted Party A, but Party A advised Morgan Stanley on April 15 that it was not prepared to submit a proposal. After further diligence, Curium increased its offer to $100 per share in cash on April 22. Curium characterized that level as its best and final upfront cash offer but signaled willingness to use contingent consideration to bridge the valuation gap. Lantheus responded by seeking $103.50 in cash plus CVRs worth up to another $6.50. Curium then proposed $102 in cash plus CVRs worth up to $8 on May 6. Following additional exchanges, the parties continued refining the commercial thresholds attached to the CVRs. On May 12 Curium delivered a $102 cash plus up to $8 CVR proposal that the board determined was sufficiently attractive to justify full confirmatory diligence. The board emphasized the need to move rapidly to reduce disruption to Lantheuss standalone plans. The parties amended their confidentiality agreement to add a standstill on May 19 and executed a clean-team agreement on May 20. The following day, May 21, was ultimately treated as the unaffected trading date. On May 22, Bloomberg reported that Lantheus was in negotiations with Curium regarding a transaction potentially worth approximately $7 billion. The leak

>50% vote target; HSR expiry (filed Aug 18 2026, pulled and refiled Sept 21 2026); EC; UK CMA; German FCO (filed Sept 25 2026, attained Sept 30 2026);

LXFR

Luxfer Holdings PLC

Wynnchurch Capital, L.P.

27-July-26

11-November-26

Scheme

Friendly

Industrial

17.37000

0.00000

17.25000

507.57565

0.30700

0.13000

-3.95000

0.01100

0.04

0.03

0.00000

17.37000

17.24000

0.12000

0.10658

25

DB

Lazard

Fried

Kirkland

Definitive agreement; Luxfer Holdings PLC is a global industrial company innovating niche applications in materials engineering; Wynnchurch Capital, L.P. is a leading middle-market private equity investment firm that has been investing in industrial businesses for more than 25 years. Wynnchurch is currently investing out of its sixth private equity fund and manages approximately $9.1 billion of assets under management; Under the terms of the agreement, which has been unanimously approved by the directors in attendance at a meeting of Luxfers Board of Directors, Luxfer shareholders will receive $17.37 per ordinary share in cash; The transaction is currently expected to be completed prior to the end of 2026, subject to approval of Luxfer shareholders, receipt of regulatory approvals and customary closing conditions. The transaction is not subject to financing conditions; English law scheme of arrangement under Part 26 of the Companies Act 2006; Outside date February 26, 2027; Buyer has obtained an equity financing commitment from a fund managed by Wynnchurch and a debt financing commitment from funds managed by an institutional lender for the Transaction, the aggregate proceeds of which will be sufficient for Buyer to pay the aggregate Consideration, any amounts required to repay the Companys existing indebtedness as set forth in the Transaction Agreement, and all related fees and expenses of Buyer in connection with the transactions contemplated by the Transaction Agreement; Valuation: 12.0x EPS (2027E), 7.9x EBITDA (2027E), 1.30x sales (2027E); Background: Luxfers strategic review began well before the Wynnchurch transaction. In September 2023 the company began evaluating financial advisers, and on October 23, 2023 it retained Deutsche Bank. On October 25 Luxfer publicly announced a strategic review. The Board considered a wide range of alternatives, including acquisitions, mergers, joint ventures, separate sales of Gas Cylinders, Elektron and Graphic Arts, and a sale of the whole company. Deutsche Bank began informal outreach to potential strategic buyers in early 2024. Luxfer subsequently sold its Graphic Arts business in July 2025 while continuing to evaluate broader strategic alternatives. The formal sale process began between March 25 and April 2, 2026. Deutsche Bank contacted 43 potential counterparties, including 13 strategic companies and 30 financial sponsors. Twenty-two of the initial outreach parties signed confidentiality agreements, and additional inbound parties later signed agreements as well. Wynnchurch entered into its confidentiality agreement with Luxfer on April 8. The confidentiality agreements generally contained standstill provisions. Potential bidders received a confidential information memorandum, a market study and a quality of earnings report. Luxfer requested preliminary bids for a sale of the entire company and also allowed bidders to propose separate acquisitions of Gas Cylinders or Elektron. On May 4, Luxfer received several preliminary WholeCo proposals. Wynnchurch indicated $16.12 to $16.89 per share. Party A proposed $16.50. Party B proposed $17.92 to $19.96. Party E proposed $17.20 to $18.30. Party H proposed $16.00 to $18.00. Other bidders submitted proposals for the individual Gas Cylinders or Elektron businesses. Luxfers April earnings release had raised 2026 guidance and management had indicated expectations for strong earnings growth in 2027. This helped support Luxfers valuation but also increased its trading price and reduced the premium that prospective buyers could offer. The field narrowed during May and June. Several parties withdrew after diligence. Party H cited softer anticipated growth in Elektron, operating complexity, EBITDA underwriting and Luxfers rising share price. Party G was only interested in part of Elektron. Party F concluded Gas Cylinders was too small for its underwriting. On June 3, Wynnchurch increased its WholeCo proposal to $17.25 per share while Party B proposed $18.00. Party A submitted the strongest Gas Cylinders proposal at $228 million at that stage. No bidder submitted a revised proposal for all of Elektron. The Board decided to continue with Wynnchurch, Party A and Party B. By mid-June Wynnchurch had become materially more advanced than the other WholeCo bidders. It had engaged outside counsel and was undertaking substantial financial, commercial, legal and environmental diligence. Party Bs process progressed more slowly and it had not engaged external advisers for detailed diligence. On July 7 Wynnchurchs counsel delivered a markup of the transaction agreement that sought to narrow Luxfers proposed regulatory protections, reduce the reverse termination fee, increase Luxfers termination fee and remove the automatic extension of the End Date for unresolved regulatory or Scheme conditions. Those issues remained material points of negotiation. On July 13 Party B informed Deutsche Bank that it would not submit a final proposal because it could not complete its review within the process timeline. Party B did not reaffirm its prior $18.00 proposal and indicated that any future bid would likely be lower. On July 14 Wynnchurch submitted a $17.40 per-share proposal for the whole company. Party A submitted a $201.3 million proposal for Gas Cylinders. The Board continued to negotiate with Wynnchurch rather than pursue a stand-alone Gas Cylinders sale because of execution and separation risks associated with selling Luxfers businesses individually. Wynnchurch subsequently increased its proposal and sought exclusivity. Luxfer agreed to an exclusivity period beginning July 19 and ending at 11:59 p.m. Eastern Time on July 24. Luxfer rejected an automatic extension of the exclusivity period and retained the ability to terminate exclusivity immediately if Wynnchurch reduced the agreed price. During the exclusivity period the parties negotiated the definitive agreement, financing documents, guarantee, voting agreement and regulatory

>75% vote target; HSR expiry (filed Aug 7 2026, attained Sept 8); UK CMA (filed Aug 12 2026); Italy (filed Aug 13 2026);

LXP

BAM

LXP Industrial Trust

Brookfield Asset Management / Canada Pension Plan Investment Boa

20-July-26

30-October-26

Merger

Friendly

Real Estate

61.20000

0.00000

61.05000

5200.00000

0.04598

0.16000

-2.53000

0.01

0.06

0.00000

61.20000

61.04000

0.15000

0.07134

13

BofA / JPMorgan

Citi / MS

Hogan

Gibson / Thompson / DLA / Dechert

Definitive merger agreement; LXP owns one of the largest portfolios of modern warehouse and logistics facilities in the United States, comprising approximately 53 million square feet across 108 properties in attractive industrial markets in the Sunbelt and Midwest. The portfolio is characterized by modern assets, strong occupancy and long-duration leases that generate durable cash flows and is well positioned to benefit from the demand for high-quality, well-located logistics properties; The transaction has been unanimously approved by LXPs Board of Trustees and is expected to close in the fourth quarter of 2026, subject to approval by LXPs shareholders and satisfaction of other customary closing conditions. The transaction is not subject to a financing condition; The definitive agreement includes a 40-day go-shop period expiring at 11:59 p.m. New York City time on August 28, 2026, during which time LXP, with the assistance of its advisors, may actively solicit and consider alternative acquisition proposals and engage in discussions with third parties; Under the terms of the definitive merger agreement, LXP has agreed to suspend payment of common share dividends until the earlier of the closing of the transaction or the termination of the definitive agreement; Outside date January 19, 2027; Valuation: 17.0x FFO (2027E), 17.0x AFFO (2027E), 19.0x EBITDA (2027E), 14.3x sales (2027E), 5.7% cap rate; Signed NDA April 8, 2025; Background: During 2024, management and the Board explored potential strategic initiatives including institutional joint ventures, portfolio transactions and equity investment structures. In April 2024, Chief Executive Officer T. Wilson Eglin and representatives of BofA Securities discussed a possible transaction involving a property portfolio and a common equity investment. Brookfield expressed interest in approximately 30 properties during July 2024, but LXP was not interested in selling the entire group and those discussions ended. LXP also held discussions with another counterparty identified as Party B regarding a potential joint venture during the latter part of 2024, although those negotiations did not result in a transaction. Brookfield reapproached LXP on March 18, 2025 to discuss strategic alternatives that could include an acquisition of the Company. The parties exchanged an NDA draft on March 27 and executed an NDA on April 8 after negotiating its standstill provisions. LXP subsequently began providing due diligence materials, including data-room information beginning in May. Party B separately renewed discussions with LXP, but those joint-venture discussions also failed to produce a transaction. On July 9, 2025, Brookfield delivered an initial acquisition proposal of $50.00 per share when LXPs common shares were trading at approximately $41.70. The Board reviewed that proposal and, on July 29, determined that it was inadequate and declined to make a counterproposal. Brookfield returned on October 16 with a $55.00-per-share proposal when LXPs stock price was approximately $46.65. The Board again concluded that the proposal undervalued the Company and rejected it on October 29. Brookfield continued conducting diligence during late 2025 and early 2026. On March 18, 2026, Brookfield raised its proposal to $56.00 per share when LXPs stock was trading at approximately $48.71. The Board then began a more intensive evaluation with its financial advisers. On March 26 it sought advice from BofA Securities and JPMorgan. At an April 14 meeting, the advisers reviewed LXPs standalone plan, potential joint-venture alternatives, a sale of the Company, valuation analyses and different sale-process structures, including exclusive negotiations, a targeted market check and broader outreach. The Board communicated that $56.00 per share was inadequate and indicated that it would consider exclusivity only at a value of at least $60.00 per share. Brookfield increased its proposal to $57.25 on April 27. Discussions continued through May, but the Board continued to regard Brookfields proposals as inadequate. On June 1, Eglin reiterated that a transaction would require a value of at least $60.00 per share. On June 6, Brookfield and CPPIB submitted a joint proposal of $60.00 per share in cash. The proposal contemplated no financing condition, sought a 45-day exclusivity period and requested that LXP cease paying common dividends. On June 8, the Board discussed the proposals financing certainty, acquisition structure, potential go-shop protections, termination fees and dividend treatment. The Board was willing to move toward exclusivity but resisted immediately suspending dividends. The parties subsequently negotiated a partial prorated dividend concept. On June 14, LXP entered into an exclusivity arrangement with the Sponsors lasting through July 29 and provided additional due diligence access. While that exclusivity agreement was in effect, a separate potential counterparty identified as Party C made unsolicited approaches between June 16 and July 2, but LXP did not engage because of its exclusivity obligations. The legal negotiations then focused heavily on deal certainty and post-signing optionality. Hogan Lovells delivered an initial merger agreement draft on June 24 that proposed a 45-day go-shop followed by an additional period for certain excluded parties, Company termination fees of approximately 1% and 2.5%, an 8% reverse termination fee, specific-performance rights and a prorated dividend. A July 2 buyer draft proposed a shorter 30-day go-shop, a five-day continuation period, higher Company termination fees of approximately 2% and 4%, a 10% reverse termination fee and an inside-date concept. LXP countered on July 8 with a 45-day go-shop, lower Company fees and an 8% reverse termination fee. By July 10, the Sponsors were proposing a five-day continuation period, Company termination fees of approximately 2% and 3.5%, a 7% reverse termination fee, elimination of the inside date

>50% vote target; China SAMR (attained Sept 16 2026);

MG

MISTRAS Group, Inc.

H.I.G. Capital

18-September-26

31-December-26

Merger

Friendly

Industrial

20.35000

0.00000

21.67000

866.00000

0.02571

-1.15000

-1.66000

0.31000

0.03

0.00

0.00000

20.35000

21.50000

-1.16000

-0.23656

75

Baird

Texas Capital

Morgan / Troutman

Kirkland

Definitive agreement; MISTRAS Group, Inc. is a global leader in technology-enabled industrial asset integrity and laboratory testing solutions; The Companys Board of Directors has unanimously approved the transaction, which is expected to close in late 2026 or early 2027, subject to customary closing conditions, including approval by the Companys stockholders and the receipt of required regulatory approvals; H.I.G. affiliates have entered into voting and support agreements with holders of approximately 31% of the Companys common stock, under which these stockholders have agreed to vote all owned shares in favor of the transaction; The definitive agreement includes a 40-day go-shop period, expiring at 11:59 p.m. Eastern Time on October 27, 2026, during which time the Companys Board of Directors, with the assistance of its financial advisor Baird, are permitted to actively initiate, solicit and consider alternative acquisition proposals from third parties; Valuation: 16.3x EPS (2027E), 8.4x EBITDA (2027E), 1.1x sales (2027E); Proxy filing deadline: As promptly as reasonably practicable and in any event within 25 days after signing, subject to extension by mutual agreement; HSR filing: Required within 10 business days after signing; Outside date June 17, 2027 (extends to September 15, 2027); Background:Beginning in 2024, Party A, a publicly traded company with similar or complementary operations, expressed interest in exploring a strategic combination with MISTRAS. Manuel Stamatakis, the companys Executive Chairman, held preliminary discussions with Party A throughout late 2024 and 2025. The parties signed a nondisclosure agreement in June 2025. Separately, following the February 2025 death of MISTRAS founder Sotirios Vahaviolos, Stamatakis periodically discussed the familys investment and the limited liquidity of its shares with family members. During June and July 2025, MISTRAS began developing its Vision2030 strategic plan. The board considered the companys trading valuation and the potential for operational improvements to create additional shareholder value. In August 2025, MISTRAS engaged Robert W. Baird & Co. to assist with Party As interest and broader strategic alternatives. At an October board meeting, Baird reviewed the alternatives of remaining independent, making acquisitions, pursuing a strategic merger, or selling the company. In December 2025, Party A submitted a nonbinding proposal contemplating mixed stock-and-cash consideration valued at $13.00 to $13.75 per MISTRAS share. The board reviewed the proposal with Baird and legal adviser Troutman Pepper Locke. Following additional consideration in January 2026, the board concluded that the proposed valuation was inadequate and communicated its willingness to consider a higher price. Party A did not submit an improved proposal. On April 3, 2026, discussions with Party A ended by mutual agreement. In March 2026, representatives of Texas Capital introduced MISTRAS as a potential investment opportunity to H.I.G. Capital. H.I.G. subsequently met MISTRAS CEO Natalia Shuman on April 8 and significant shareholder Stephanie Foglia on April 14. These introductory meetings did not involve specific transaction negotiations or disclosure of confidential company information. H.I.G. engaged Texas Capital as its financial adviser on April 23. On April 24, H.I.G. delivered an unsolicited written indication of interest proposing to acquire MISTRAS for $19.00 to $19.75 per share in cash. The board discussed the proposal on April 30 with Baird and Troutman. On May 1, Baird communicated that the proposed price was insufficient, although the company was prepared to provide selected confidential information to support consideration of a higher offer. The parties executed an NDA effective May 4. MISTRAS subsequently provided financial information and management projections to H.I.G. for its due diligence review. On June 11, H.I.G. submitted a revised letter of intent proposing $19.50 per share and requesting exclusivity. The board again considered the price inadequate. During discussions following its June 15 meeting, the board also communicated that any exclusive negotiations would require an effective post-signing go-shop mechanism to permit competing proposals. H.I.G. raised its bid to $20.25 on June 23 and then to $20.35 on June 26. The board considered the improved price, H.I.G.s insistence on exclusivity, and the alternative of undertaking a broad presigning market check. At its July 2 meeting, the board concluded that granting exclusivity was preferable in light of H.I.G.s statements that it would not participate in a broadly marketed presigning process and the possibility that H.I.G. could withdraw. The board also considered the earlier Party A discussions and the proposed post-signing market check. MISTRAS executed the $20.35 per share letter of intent on July 2, beginning an exclusivity period that was subsequently extended several times. No broad presigning auction was conducted. From July through September, H.I.G. conducted extensive due diligence covering MISTRASs commercial operations, finances, legal matters, environmental compliance, personnel, intellectual property and government contracting. The companys financial and legal advisers exchanged several merger-agreement drafts with H.I.G.s counsel, Kirkland & Ellis. Important negotiating issues included the length of the go-shop, the company termination fee, the reverse termination fee, financing replacement obligations, operating restrictions and the treatment of employee compensation. The initial company draft provided for a 45-day go-shop, a company termination fee equal to 2.5% of equity value and a reverse termination fee equal to 5.5%. H.I.G.s July revisions proposed a 30-day go-shop and a larger company termination fee. Subsequent negotiations addressed termination fees in the 3.0% to 4.0% range and reverse termination fees in the 7.0% to 7.5% range. A further important point wa

>50% vote target; HSR expiry (filed Oct 1 2026); EC; Competition Canada; US NRC;

MGLD

The Marygold Companies, Inc.

Madison Dearborn Partners

25-September-26

22-February-27

Merger

Friendly

Financial

2.00000

0.00000

1.98000

74.71642

1.00000

0.04000

-0.96000

0.75000

0.03

0.04

0.00000

2.00000

1.96000

0.03000

0.04427

128

RBC

Paul / Holland

Morgan

Definitive agreement; The Marygold Companies, Inc. (NYSE: MGLD) (Marygold or the Company), a global holding firm specializing in financial services, food manufacturing, printing, and beauty products; Marygold is the holding company of USCF, a leading commodity-focused ETF manager with ~$6 billion in AUM across a broad offering of exchange-traded funds. USCFs products and funds are liquid and actively traded, serving a diverse array of institutional and retail clients with category-defining positions in oil, natural gas, copper, broad commodity index, and equity income solutions: asset classes with strong structural demand and geopolitical relevance. Following the close of the transaction and at the appropriate time, MDP and Marygold leaders will execute on the Companys previously announced transformation strategy to refocus the business on USCF; MDP is partnering with seasoned fund management veteran and investment professional Tim Rotolo, who brings more than 15 years of on-the-ground experience in ETFs, public markets, and institutional capital raising. Mr. Rotolo has also launched and scaled two separate thematic ETF platforms, including URNM, a uranium mining ETF which grew to more than $1 billion and was subsequently sold to Sprott Asset Management; The transaction is expected to close during the first half of 2027 or earlier, upon satisfaction of customary closing conditions, including the approval of Marygold stockholders, regulatory approvals and certain change-of-control approvals. The Marygold Board has voted unanimously to approve the transaction; Certain stockholders of Marygold, including Nicholas Gerber, who collectively beneficially own approximately 75% of Marygolds outstanding shares, have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favor of the transaction subject to customary exceptions; Valuation: 3x sales (LTM); Sept 28 2026 Simplify announced unsolicited proposal at $2.25 cash per share, 12.5% premium to Madison Dearborn deal; Outside date June 7, 2027; Shortly following the execution and delivery of the Merger Agreement, on September 25, 2026, stockholders who collectively beneficially own approximately 75% of the voting power of the Companys outstanding shares delivered a written stockholder consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Such written stockholder consent constitutes the Requisite Stockholder Approval. Accordingly, the condition to the consummation of the Merger relating to receipt of the Requisite Stockholder Approval has been satisfied and the exceptions to the non-solicitation covenant related to alternative acquisition proposals, including the right of the Company in certain circumstances to terminate the Merger Agreement in order to accept a superior proposal, has expired; After receipt of the consent, MGLD must file the required Schedule 14C information statement and potentially Schedule 13E-3 materials. At least 20 calendar days must elapse after dissemination of the definitive information statement before the transaction can become effective; Signed NDA January 30, 2026; Sept 30 2026 Simplify raised its bid to $2.40 cash per share;

Fund approvals; UK FCA;

MKTX

ICE

MarketAxess Holdings Inc.

Intercontinental Exchange, Inc.

30-July-26

30-June-27

Merger

Friendly

Financial

167.00000

0.00000

164.62000

5700.00000

0.32824

4.74000

-37.10827

0.03

0.11

0.00000

169.34000

164.60001

4.73000

0.04122

256

JPMorgan

BofA

Weil

Sullivan / Morgan

Definitive agreement; MarketAxess Holdings Inc. is a preeminent electronic trading platform for global institutional fixed income markets; Acquisition unites two complementary platforms in global fixed income, connecting institutional and retail investors through one integrated fixed income ecosystem spanning execution, data, indices, and analytics; Transaction expected to be accretive to adjusted earnings per share (EPS)1 in the first year; The combination will bring together two highly complementary businesses to form a more complete and connected fixed income platform; MarketAxess connects approximately 2,100 institutional investors and broker-dealers across more than 90 countries, enabling electronic trading in corporate bonds, municipal bonds, emerging market debt, Eurobonds, U.S. Treasuries, and other fixed income instruments. Together with ICEs established retail and wealth focused bond trading franchise, deep data and analytics capabilities, and global index business, the combined platform will serve every segment of the fixed income market through a single, unified ecosystem; The transaction has been unanimously approved by the Boards of Directors of both companies; 100% cash consideration financed via newly issued debt (a mix of bonds, term loan and commercial paper); $100 million in annual run-rate expense synergies, expected to be fully realized within three years post-close; Expected to be accretive to adjusted ICE EPS1 in the first full year following close; Transaction unanimously approved by the Boards of Directors of both companies; expected to close in the first half of 2027, subject to receipt of MarketAxess stockholder approval, applicable regulatory clearances, and customary closing conditions; Outside date July 29, 2027 (automatically be extended for a period of six (6) months, with no more than two (2) such extensions permitted under the Merger Agreement.); Signed CA February 5, 2026; Valuation: 19.4x EPS (2027E), 12.2x EBITDA (2027E), 6.0x sales (2027E); Background: On January 29, 2026, MarketAxess Chairman Carlos Hernandez met ICE Chairman and CEO Jeffrey Sprecher in Florida to discuss a potential transaction. Sprecher indicated that ICE expected to provide a written indication of interest in the coming weeks. On February 3, Sprecher proposed exchanging additional information, and on February 5 MarketAxess and an ICE subsidiary executed a mutual confidentiality agreement. The NDA contained no standstill restricting ICE from making an acquisition proposal. The parties entered into a clean-team agreement on February 24 and thereafter began extensive due diligence. From approximately March through July, MarketAxess separately had preliminary conversations with approximately six other possible counterparties, consisting of five financial sponsors and one strategic buyer. Apart from the sponsor that already had a 2025 confidentiality agreement, MarketAxess did not sign NDAs with the other five. None of these parties submitted a written indication of interest or indicated a price. On May 27, ICE submitted its first formal non-binding proposal at $175 per share in cash, a roughly 33.6% premium to MarketAxess $130.94 closing price that day. ICE sought a 60-day exclusivity period. MarketAxess declined to grant exclusivity and remained contractually free to engage other parties. Management and J.P. Morgan told ICE that MarketAxess was disappointed with the valuation. Negotiations then paused from May 29 until approximately June 9. The board formally reviewed the $175 proposal on June 1 with J.P. Morgan and Weil Gotshal. J.P. Morgan presented preliminary valuation work and Weil discussed the boards fiduciary duties. The board empowered a Finance Committee to continue evaluating ICEs proposal and other strategic alternatives. J.P. Morgan subsequently re-engaged ICE and told it on June 8 that MarketAxess remained willing to explore a transaction despite disappointment with the valuation. On June 11, the board considered whether the eventual agreement should include a go-shop or a no-shop and reviewed alternative strategic and financial buyers. The board weighed proactively contacting other parties against the risk of jeopardizing the ICE transaction or causing a market leak. It decided to continue negotiations with ICE without approaching additional parties at that time. Weil sent ICEs counsel the first draft merger agreement on June 16. The draft addressed the no-shop, regulatory obligations, equity treatment and termination provisions. By late June and early July, the board became increasingly focused on MarketAxess declining trading price and current market conditions. Management was directed to update its long-range projections and prepare a sensitivity case. By July 10, the major unresolved contractual issues included antitrust and regulatory provisions, closing conditions, equity awards, employee matters and representations and warranties. On July 17, ICE materially reduced its offer from $175 to $165 per share. ICE cited its diligence findings, market conditions, higher costs of capital, analyst target-price reductions and MarketAxess share-price decline from $130.94 on May 27 to $113.80 on July 17. The $165 proposal nevertheless represented a roughly 45% premium to the July 17 closing price. On July 18, MarketAxess indicated that it would continue negotiating at $170 per share. ICE responded later that day with $167 per share. Hernandez then discussed price directly with Sprecher. At its July 21 meeting, the board reviewed the $167 proposal, market conditions and declining analyst valuation multiples. MarketAxess management subsequently tried to obtain additional stockholder value through a pre-closing special dividend. ICE rejected both a price increase and a special dividend and maintained that $167 represented full and fair value. At the July 26 board meeting, J.P. Morgan advised that it believed MarketAxess had obtained the maximum value reasonably obtainable with

>50% vote target; HSR expiry (filed Aug 26 2026, pulled and refiled Sept 29 2026); EC; UK FCA (filed Aug 28 2026); UK CMA; FINRA (filed Aug 28 2026); CIRO (filed Sept 4 2026); OSC (filed Sept 4 2026); Dutch Central Bank (filed Sept 3 2026); Netherlands Autoriteit Financiele Markten (filed Sept 4 2026); Monetary Authority of Singapore (filed Sept 4 2026);

NATH

SFD

Nathans Famous, Inc.

Smithfield Foods, Inc

21-January-26

25-October-26

Merger

Friendly

Food

102.00000

0.00000

101.94000

450.00000

0.09997

0.12000

-9.15000

0.29900

0.02

0.01

0.00000

102.00000

101.88000

0.11000

0.05047

8

Jefferies

GS

Akerman

Hunton

Definitive merger agreement; Nathans Famous, Inc. is a Russell 2000 company that currently distributes its products in 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, and 21 foreign countries through its restaurant system, foodservice sales programs and product licensing activities; Since March 2014, Smithfield Foods has held an exclusive license from Nathans Famous within the United States, Canada and Sams Clubs in Mexico for Smithfield to manufacture, distribute, market and sell Nathans Famous branded hot dogs, sausages, corned beef and certain other ancillary products through the retail channel, and to manufacture and distribute Nathans Famous branded hot dog and sausage products for the foodservice channel. The license is scheduled to expire in March 2032; The transaction represents a valuation of approximately 12.4x Nathans Famouss LTM adjusted EBITDA and a multiple of approximately 10.0x post-synergies. Smithfield Foods expects to achieve annual cost synergies of approximately $9 million by the second anniversary of the deal closing; The acquisition of Nathans Famous will be immediately accretive to Smithfields adjusted diluted earnings per share; The Board of Directors of Nathans Famous approved the merger agreement with Smithfield Foods and agreed to recommend that the Nathans Famous stockholders vote to adopt the merger agreement; The transaction is not subject to a financing contingency and will be funded by cash on hand. The closing of the transaction is expected to occur in the first half of 2026, subject to satisfaction of certain conditions set forth in the merger agreement, including obtaining approval by the holders of a majority of the outstanding Nathans Famous common stock, expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, approval from the Committee on Foreign Investment in the United States (CFIUS), and other customary closing conditions; The definitive merger agreement permits the Nathans Famous Board of Directors to declare and pay two regular quarterly cash dividends during the period pending closing; Members of the Nathans Famous Board of Directors who in the aggregate own or control approximately 29.9% of the outstanding shares of Nathans Famous common stock have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of common stock of Nathans Famous in favor of the transaction; Outside date June 22, 2026, subject to extension to October 20, 2026; Signed CA June 10, 2025; Valuation: 12.2x EBITDA (LTM), 2.82x sales (LTM); Background: Nathans Famous regularly reviewed its strategy, operating performance and options to increase long-term shareholder value, always with a close eye on its unusually important relationship with Parent. That relationship was central because Parent manufactured and distributed most Nathans branded hot dogs and paid royalties that accounted for a very large share of the companys revenue and operating income. The license agreement ran through March 2032, which made Parent both a natural buyer and a constraint on other potential bidders. After media reports in February 2025 suggested Nathans was exploring a sale, Parents CEO told Nathans management in March that Parent was interested in an acquisition. On May 8, 2025, Parent made an unsolicited non-binding proposal to buy the company for $100 per share in cash. Nathans board reviewed the offer with management, Jefferies and legal counsel, concluded that $100 was too low, but allowed Parent to begin limited diligence because of its long relationship with the company and its knowledge of the business. The board also hired Jefferies as financial advisor, formed an informal transaction committee to help manage the process, and signed an NDA with Parent in June. Throughout the summer of 2025, Parent conducted diligence while Nathans board considered the companys projections, valuation, trading history and alternatives. Jefferies reviewed the likelihood of interest from other strategic or financial buyers and concluded that the companys dependence on Parent and the remaining license term limited the universe of realistic alternatives. In July, after Parent reaffirmed its $100 per share offer, the board countered at $120 per share. Parent refused to move and broke off discussions at the end of July, after which Nathans cut off its access to the data room. In the fall, the board continued to review strategic alternatives, including returning more cash to shareholders. In November 2025, after strong concern about the lack of progress and the companys cash position, the board declared both its regular dividend and a special dividend. Shortly after that, Parent returned with a new proposal at $102 per share, equivalent to $97.50 after adjusting for the special dividend, and sent an initial merger agreement draft. The board reviewed the proposal, the companys stock performance, the limited likelihood of competing bids, and the merger terms. Nathans countered at $105 per share, and Parent responded with what it described as a best-and-final price of $103.50 per share. On November 24, the board agreed to proceed at that price, subject to confirmatory diligence, negotiation of definitive terms and final board approval. From December 2025 into January 2026, the parties negotiated the key open issues in the merger agreement. The most important disputes involved the termination fee Nathans would owe Parent, whether Parent would have a strong obligation to secure regulatory approvals, whether Parent would pay a reverse termination fee if the deal failed because of CFIUS or HSR issues, whether the license agreement would be extended if the deal failed, and how much freedom Nathans would retain to pay regular dividends and run its franchise system between signing and closing. Nathans pushed for stronger protection, including a reverse termina

>50% vote target; HSR expiry (filed Jan 23 2026, attained Feb 23 2026); CFIUS (filed June 8 2026, attained Sept 17 2026);

NATL

BCO

NCR Atleos Corporation

The Brinks Company

27-February-26

15-February-27

Merger

Friendly

Financial

30.00000

0.15740

45.97000

6600.00000

0.22618

0.33368

-8.19648

0.02

0.04

0.00000

46.24368

45.91000

0.49256

0.03271

121

JPMorgan

MS

King

Sidley

Definitive agreement; NCR Atleos has the largest independent network of ATMs consisting of approximately 78,000 owned and operated ATMs in secure, high foot-traffic retail locations, which are a portion of NCR Atleos expansive total global installed base of approximately 600,000 ATMs; Cash and stock transaction combines two complementary trusted and globally recognized financial technology infrastructure providers to better serve banking and retail customers; Positioned to accelerate Brinks growth in high-margin AMS and DRS businesses by expanding into large, under-penetrated addressable markets; Expected to deliver at least 35% accretion to EPS, while generating strong cash flow with an estimated $200 million in annual run-rate cost synergies; Brinks shareholders will own approximately 78%, and NCR Atleos shareholders will own approximately 22%, of the outstanding shares of Brinks common stock; The cash portion of the purchase price will be financed with a combination of cash on the balance sheet and new debt raised. Brinks has obtained $4.5 billion in committed bridge financing from Morgan Stanley Senior Funding, Inc; The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies shareholders; Valuation: 8.6x EPS (2027E), 6.6x EBITDA (2027E), 1.4x sales (2027E); Outside date February 26, 2027, subject to an automatic extension (a) until August 26, 2027; Signed NDA May 29, 2025; Background: NCR Atleos completed its spin-off from NCR Corporation, now NCR Voyix, on October 16, 2023. After the separation, both NCR Atleos and Brinks continued reviewing their standalone plans and strategic alternatives. NCR Atleos management was authorized to engage preliminarily with third parties, including Brinks, regarding potential strategic transactions and other growth opportunities. The parties held discussions through 2025, including management meetings and information exchanges. In August 2025, the NCR Atleos board authorized management, with assistance from J.P. Morgan, to continue discussions with Brinks. In September 2025, the Brinks board reviewed the potential NCR Atleos transaction alongside a possible transaction with another party referred to as Party A. Brinks then decided to stop discussions with NCR Atleos because of NCR Atleos elevated trading price and the perceived attractiveness of Party A. Brinks informed NCR Atleos of that decision on September 25, 2025, and the NCR Atleos virtual data room was closed on October 20, 2025. Brinks continued discussions with Party A during the fall of 2025, but talks with NCR Atleos resumed in January 2026. Brinks delivered a January 22 proposal, which NCR Atleos rejected as financially insufficient. NCR Atleos then authorized a counterproposal with a total value equivalent to $54.95 per share. On January 31, 2026, Brinks made an improved proposal valued at $50.00 per share, consisting of $30.00 in cash and 0.1574 Brinks shares per NCR Atleos share. Brinks stated it had no additional flexibility on aggregate consideration. During February 2026, the parties negotiated the merger agreement and key transaction protections. Major open issues included regulatory obligations, superior proposal mechanics, reciprocal no-shop restrictions, termination fees, Brinks obligation to recommend the share issuance, and NCR Atleos request to designate directors to the Brinks board after closing. The parties also discussed money transmitter license approvals and a mechanism for surrendering licenses or winding down associated businesses to satisfy the condition. On February 24 and February 25, 2026, both boards reviewed updated projections, financial analyses, diligence findings, merger agreement terms, regulatory considerations, and financing. Brinks specifically considered whether updated NCR Atleos February 2026 projections warranted a price revision and concluded they did not, citing Brinks diligence-adjusted projections, Morgan Stanleys updated analysis, and the risk that reopening price negotiations late in the process could harm transaction certainty and timing. On February 26, 2026, Morgan Stanley delivered its fairness opinion to the Brinks board, Sidley reviewed the final merger agreement, and the Brinks board unanimously approved the transaction and recommended the share issuance. The filing also indicates the NCR Atleos board unanimously recommended approval of the merger proposal;

>50% vote target; >50% vote acquiror; HSR expiry (filed Apr 18 2026, attained as at May 12 2026); UK CMA (commenced phase 1 May 2026); Competition Canada (filed May 22 2026); Brazil CADE (attained June 22 2026); Turkey (attained Aug 4 2026); South Africa (attained Aug 13 2026);

NSC

UNP

Norfolk Southern Corporation

Union Pacific Corporation

29-July-25

31-March-27

Merger

Friendly

Industrial

88.82000

1.00000

325.82001

85000.00000

0.22926

50.28000

-19.76381

0.03

0.72

0.00000

375.57001

325.29001

54.20255

0.40625

165

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; July 23 2026 announced a settlement agreement ith CNR;

>50% vote target; >50% vote acquiror; HSR expiry; Surface Transportation Board (STB, filed Dec 18 2025);

NWE

BKH

NorthWestern Energy Group

Black Hills Corp.

19-August-25

15-November-26

Merger

Friendly

Utilities

0.00000

0.98000

74.86000

6844.94824

0.07670

0.42020

-4.91952

0.01

0.08

0.00000

74.96020

74.54000

0.59091

0.10449

29

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;

OGN

SUNP

Organon & Co.

Sun Pharmaceutical Industries Limited

27-April-26

31-January-27

Merger

Friendly

Pharma

14.00000

0.00000

13.76000

11750.00000

1.38908

0.27000

-7.88163

0.01

0.03

0.00000

14.02000

13.75000

0.26000

0.06663

106

MS / GS

JPMorgan

Sullivan / Cyril

White / AZB

Definitive agreement; Organon is a global healthcare company formed through a spinoff from Merck, known as MSD outside of the United States and Canada, in 2021. Organon has a legacy of deep trust and strong brand equity among HCPs, patients, regulators and other stakeholders. A global leader in womens health, the companys portfolio includes more than 70 products across Womens Health and General Medicines, which includes biosimilars, commercialized across 140 countries, with the U.S., Europe, China, Canada, and Brazil among its largest markets; Combined Business leverages complementary portfolios and global scale for sustained longterm value creation; The proposed acquisition of Organon is aligned with Sun Pharmas strategy of growing its Innovative Medicines business. The combined company becomes a stronger player in Established Brands /Branded Generics business. The deal also enables Sun Pharmas entry into biosimilars as a Top-10 global player; The transaction has been approved by the Boards of Directors of both Sun Pharma and Organon and is subject to customary closing conditions, including receipt of required regulatory approvals and approval by Organon stockholders; Sun Pharma plans to fund the acquisition through a combination of available cash resources and committed financing from banks; The transaction is expected to close in early 2027, subject to customary conditions, including regulatory approvals and Organon stockholder approval; Citigroup Global Markets Asia Ltd., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd. are serving as financing banks to Sun Pharma; Valuation: 3.8x EPS (2027E), 6.1x EBITDA (2026E), 1.9x sales (2027E); Outside date January 26, 2027 (can be extended to April 26, 2027); Signed CA December 22, 2025; Background: Organon became an independent public company in June 2021 through its spin-off from Merck. In connection with the spin-off, Organon incurred $9.5 billion of debt and distributed $9.0 billion of the debt proceeds to Merck. Since the spin-off, the board and management regularly reviewed Organons strategy, competitive position, capital structure, deleveraging opportunities, and ways to enhance stockholder value. By 2025, after reduced full-year guidance, a meaningful debt load, and a dividend reset announced on May 1, 2025, the board focused on a wide range of alternatives. These included divestitures, a possible breakup of the business, a combination with a company that had a development pipeline or high-growth products, and a sale of Organon. In September and October 2025, Organon had preliminary discussions with Party A, a clinical-stage biopharmaceutical company, about a potential strategic combination. Separately, on October 24, 2025, Party B, a private healthcare holding company, contacted Organon about a possible transaction involving Organons U.S. operations and product lines. On October 27, 2025, Organon announced leadership changes and an Audit Committee investigation relating to Nexplanon wholesaler sales practices. On October 31, 2025, Party B submitted an unsolicited $3.3 billion all-cash proposal to acquire Organons U.S. operations and product lines. In November and December 2025, the process broadened. Party A entered into a non-disclosure agreement on November 19, 2025 and engaged with Organon regarding a potential business combination, but the parties later paused discussions after concluding they were too far apart on value. Party B revised its proposal on December 8, 2025 to acquire all of Organon for $10.03 per share. Organon did not engage further with Party B because the price was viewed as inadequate and there were significant questions about Party Bs ability to finance the proposed transaction. Around the same time, Sun Pharmas Executive Chairman Dilip Shanghvi met with Carrie Cox and discussed a possible strategic transaction. On December 16, 2025, Sun Pharma submitted a letter of intent to acquire 100% of Organon without a specific price, then on December 17, 2025 indicated a $12 to $14 per share range. Organon pushed back and required a specific and improved value indication before proceeding. Sun Pharma and Organon executed a non-disclosure agreement on December 22, 2025 and Sun Pharma received access to a virtual data room after a preliminary diligence call. In January and February 2026, Sun Pharma continued diligence and raised its engagement level. On January 29, 2026, after four weeks of diligence and several management meetings, Sun Pharma submitted a $13.50 per share indication of interest. The board met on February 3, 2026 and determined that $13.50 was insufficient, while continuing to evaluate other alternatives. The Strategic Alternatives Committee later decided to continue Sun Pharma diligence in the hope that it would lead to a meaningful price increase. During this period, Party C, a European-based pharmaceutical company, advanced its own evaluation and financing work. Party D, a financial sponsor, submitted a $9.50 to $10.50 per share indication on February 18, 2026, which Organon did not pursue at that time because of the lower value relative to Sun Pharmas offer and the boards view of an acceptable sale price. In March 2026, Party C submitted an $11.75 per share offer to acquire all of Organon, while Sun Pharma and Party C both progressed through diligence and transaction document negotiations. Sun Pharma and Organon entered into a clean team agreement on March 1, 2026. Morgan Stanley circulated a process letter on March 24, 2026 to Sun Pharma and Party C requiring best and final merger agreement markups by April 15, 2026 and final proposals by April 22, 2026. Party B reverted to its earlier $3.3 billion proposal for the U.S. business on March 25, 2026, which the board again declined to pursue. Party D did not submit a revised merger agreement draft or a final bid. Legal negotiations focused heavily on deal certainty. Sun Pharmas March 22 draft had deleted a reverse termination fee, proposed changes to equity a

>50% vote target; HSR expiry (filed May 21 2026); EC; China SAMR; India; CFIUS; Brazil CADE (attained Aug 4 2026); Competition Canada (filed July 6 2026); Turkey (attained Aug 4 2026); South Africa (attained Sept 24 2026);

OPCH

MCK

Option Care Health, Inc.

CD&R / McKesson Corporation

06-October-26

31-March-27

Merger

Friendly

Healthcare

32.05000

0.00000

31.23000

5800.00000

0.37142

0.83000

-7.85000

0.03

0.10

0.00000

32.05000

31.22000

0.82000

0.05903

165

Centerview

BofA / Barclays / GS / Jefferies / Wells

Kirkland

Debevoise / Davis / Reed

Definitive agreement; Option Care Health is an independent provider of home and alternate site infusion services; At the closing of the transaction, CD&R will hold a majority ownership interest, and McKesson will hold a minority ownership interest. Option Care Health will remain a separate company led by its own management team; Under the definitive agreement, CD&R will hold a majority interest of approximately 51% in Option Care Health and McKesson will invest approximately $1.4 billion for a minority interest of approximately 49%. The transaction also establishes a framework for McKessons future acquisition of CD&Rs interest in Option Care Health, subject to specified conditions and regulatory approvals; The transaction is expected to close in the first half of calendar year 2027, subject to customary closing conditions, including approval by Option Care Healths stockholders and the receipt of required regulatory approvals; BofA Securities, Barclays, Goldman Sachs, Jefferies, and Wells Fargo are acting as financial advisors on this transaction and are also providing committed financing to the consortium; Valuation: 15.4x EPS (2027E), 11.1x EBITDA (2027E), 0.95x sales (2027E); Outside date October 5, 2027; Parent has delivered to the Company executed equity commitment letters (the Equity Commitment Letters) from Clayton, Dubilier & Rice Fund XII, L.P. and McKesson (collectively, the Guarantors), pursuant to which the Guarantors have committed, subject to the terms and conditions set forth therein, to invest in Parent, directly or indirectly, an aggregate amount of $2,873,295,853 to fund a portion of the Transactions. The Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof; Merger Sub has also obtained a debt commitment letter pursuant to which the applicable lenders party thereto have committed, subject to the terms and conditions set forth therein, to (i) lend up to $3.15 billion to fund a portion of the transactions contemplated by the Merger Agreement (including the repayment, prepayment or discharge of the outstanding Company Indebtedness (as defined in the Merger Agreement)) and (ii) provide up to $500.0 million of revolving credit commitments, a portion of which may be used to fund a portion of the transactions contemplated by the Merger Agreement;

>50% vote target; HSR expiry;

PAG

Penske Automotive Group, Inc.

Penske Corporation / Mitsui & Co., Ltd.

15-October-26

12-February-27

Merger

Friendly

Consumer

212.00000

0.00000

212.59000

16300.00000

0.08612

1.07000

-15.85735

0.72600

0.02

0.06

0.00000

213.48000

212.41000

1.06000

0.01552

118

Moelis

BofA / JPMorgan / Wells

Paul / Freshfields

Jones / Debevoise

Definitive agreement; Penske Automotive Group, Inc. is a diversified international transportation services company and one of the worlds premier automotive and commercial truck retailers; Upon completion of the transaction, the Company will become a privately held company, with approximately 64% of the Companys ownership to be held by Penske and 36% to be held by Mitsui; The Company expects to continue paying regular quarterly cash dividends through the closing of the transaction, in each case, in an amount not to exceed $0.02 per share above the per share amount of the last quarterly dividend declared and paid by the Company in the immediately preceding quarter, as well as a pro-rated dividend for any partial quarter prior to the closing; A special committee of independent and disinterested directors of the Board of Directors (the "Board") of the Company (the "Special Committee") unanimously recommended that the Board approve the proposed transaction. The Special Committee was formed to evaluate and consider the proposal and was advised by independent legal and financial advisors. The Board approved the proposed transaction following the unanimous recommendation of the Special Committee; The transaction is expected to close in the first quarter of 2027, subject to the satisfaction or waiver of closing conditions, including receipt of regulatory approvals and the affirmative vote of the holders of a majority of the outstanding shares of the Companys common stock that are entitled to vote on the transaction, as well as the approval by holders of a majority of the votes cast by unaffiliated stockholders (as defined in the merger agreement). The transaction is not subject to a financing condition; Outside date October 15, 2027; Buyer expects to fund the payment of the aggregate Merger Consideration and related fees and expenses through a combination of: (i) equity financing of up to $2.2 billion in the aggregate from PC and Mitsui (collectively, the Equity Commitment Parties) pursuant to equity commitment letters delivered to Buyer concurrently with the execution of the Merger Agreement (the Equity Commitment Letters, and such equity financing, the Equity Financing), and (ii) debt financing of up to $1.8 billion, consisting of up to $1.8 billion pursuant to a debt commitment letter from JPMorgan, Bank of America and Wells Fargo, subject to customary conditions set forth therein, with borrowings under such debt commitment letter reduced by up to $1.8 billion of additional senior subordinated notes to be issued by Buyer and/or up to $1.1 billion of additional borrowings under the U.S. Credit Agreement; On October 15, 2026, concurrently with the execution of the Merger Agreement, the members of the Investor Group and certain of their affiliates (collectively, the Supporting Stockholders), who collectively own approximately 72.6% of the outstanding shares of Company Common Stock, entered into separate Voting and Support Agreements (collectively, the Support Agreements) with the Company and Buyer; Signed CA August 11, 2026; Valuation: 15.1x EPS (2027E), 10.5x EBITDA (2027E), 0.49x sales (2027E);

>50% vote target; Majority of minority vote target; HSR expiry;

PAYO

Payoneer

Nuvei

15-June-26

15-May-27

Merger

Friendly

Financial

7.40000

0.00000

7.12000

2750.00000

0.43969

0.29000

-1.97000

0.19000

0.03

0.13

0.00000

7.40000

7.11000

0.28000

0.06944

210

Qatalyst

GS / Barclays

Davis

Simpson / Stikeman

Definitive agreement; Payoneer (Nasdaq: PAYO) is the financial platform for cross-border business and global payments. Payoneer empowers millions of businesses with the financial tools and services they need to grow and transact globally with confidence; The combined company will give businesses a single partner to accept, hold, and move money including stablecoin transactions across 190+ countries and territories; At close, the combined company is expected to generate approximately $3 billion in annual revenue and process more than $500 billion in annual payment volume for more than 2.4 million customers; The transaction has been approved by the Boards of Directors at Nuvei and Payoneer; The transaction is expected to close in mid-2027, subject to approval by Payoneers shareholders, receipt of required regulatory approvals, and other customary closing conditions; BMO Capital Markets, RBC Capital Markets, Barclays, UBS, and Wells Fargo are providing committed financing in connection with the transaction; Outside date June 12, 2027, subject to an extension for three months; The Support Stockholders represent approximately 19% of the votes of all issued and outstanding shares of the Company Common Stock entitled to vote on the adoption of the Merger Agreement and approval of the transactions contemplated thereby; Valuation: 21.7x EPS (2027E), 8.5x EBITDA (2027E), 2.23x sales (2027E); Background: Payoneers strategic review developed over an extended period beginning in early 2025. An unnamed strategic counterparty, Party A, expressed interest in a potential transaction. The board discussed that interest with management, Qatalyst Partners, and Davis Polk on March 12, 2025. The board authorized further engagement with Party A and supported a selective market check aimed at parties considered capable of completing an acquisition. Payoneer and its advisors ultimately contacted 11 financial sponsors, including Advent, and nine strategic counterparties. Several parties declined to proceed, while Party A, Advent, Party B, and others entered confidentiality arrangements or conducted varying levels of diligence. Advent signed its NDA on March 25, 2025. The process did not immediately result in a transaction. Qatalysts engagement was terminated in April 2025 and later reinstated in January 2026. During the intervening period, Payoneer continued evaluating strategic alternatives. Nuvei and Advent emerged as the most meaningful potential bidders, while the company also maintained dialogue with several unnamed strategic parties. An advisory committee of the board monitored the process and repeatedly encouraged management and Qatalyst to preserve competition while allowing serious parties to conduct diligence. On December 30, 2025, Nuvei submitted a nonbinding indication of interest at $7.20 to $7.50 per share. The proposal was subject to due diligence and Nuveis internal approvals. Payoneer continued outreach and diligence with Nuvei, Advent, and other potential counterparties. By early 2026, several additional parties had declined to participate or failed to advance. Management presentations were held with Nuvei and Advent in January. The advisory committee continued to encourage revised indications of interest rather than immediately granting exclusivity. After Payoneer reported fourth-quarter results on February 26, 2026, its stock declined 19% to $4.27. Nuvei then submitted a revised $7.75 proposal on March 3. Qatalyst advised the board that no other contacted counterparty was then actively engaged or appeared likely to submit an acquisition offer. Payoneer sought an $8.00 price, which Nuvei declined. Nuvei instead increased its proposal to $7.85 on March 11. On March 12, the board authorized management to negotiate definitive documentation based on that proposal, while retaining final board approval. Nuveis counsel delivered the first merger agreement draft on March 26. That draft contemplated a company termination fee equal to 3.5% of equity value, a reverse termination fee equal to 5.0%, and a reasonable-best-efforts regulatory covenant. The parties then negotiated the merger agreement, voting agreements, disclosure schedules, financing arrangements, and an Investor Support Agreement involving Advent. Regulatory obligations and remedy terms were important subjects because Nuvei had itself been taken private by Advent and other investors, and the acquisition required extensive financial-services approvals. The negotiations continued through April and May. Nuveis price moved downward from the March 11 indication during the final process. On May 31, Payoneer proposed increasing the reverse termination fee to 6.0% of implied equity value. The parties also negotiated CEO John Caplans post-closing transition role and the treatment of his existing equity awards. Caplan agreed to cease being an employee at closing and to remain available as a consultant for nine months. The final reverse fee was set at $165 million and the final consideration was set at $7.40 per share. On June 12, the board met with Qatalyst and Davis Polk. Qatalyst delivered its fairness opinion that the $7.40 consideration was fair from a financial point of view to unaffiliated Payoneer stockholders. The board unanimously approved the agreement. Later that day, the parties finalized and executed the merger agreement, the Investor Support Agreement, and the voting and support agreements. The transaction was publicly announced before market open on June 15;

>50% vote target; HSR expiry (filed July 7 2026, attained July 28 2026); Competition Canada; Money transmitter license laws; UK FCA; Central Bank of Ireland; Reserve Bank of India; Peoples Bank of China; Singapore Monetary Authority; Brazil CADE (attained Sept 28 2026);

PCRX

VTRS

Pacira BioSciences, Inc.

Viatris Inc.

08-October-26

23-November-26

Tender Offer

Friendly

Biotech

36.50000

0.00000

36.38000

1650.00000

0.44841

0.13000

-11.17000

0.04

0.01

0.00000

36.50000

36.37000

0.12000

0.03303

37

GS

MS / Centerview

Ashurst

Cravath

Definitive agreement; Pacira BioSciences, Inc. is a leader in innovative non-opioid pain therapies; Pacira brings two established, high-margin, patent-protected, in-market U.S. products EXPAREL (bupivacaine liposome injectable suspension) and ZILRETTA (triamcinolone acetonide extended-release injectable suspension). Pacira generated approximately $746 million in total revenue and approximately $177 million in adjusted EBITDA during the last twelve months ended June 30, 2026; The transaction, which was unanimously approved by the boards of directors of both companies, is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Paciras common stock and expiration of the applicable regulatory waiting period. Paciras board of directors unanimously recommends that Paciras stockholders tender their shares in the tender offer. The transaction is expected to close by the end of 2026; Outside date April 8, 2027 (extends to July 8, 2027); Signed CA August 10, 2026;

>50% tender; HSR expiry;

PEN

BSX

Penumbra, Inc.

Boston Scientific Corporation

15-January-26

11-November-26

Merger

Friendly

Healthcare

273.99240

1.03540

321.17999

14500.00000

0.18376

-1.22613

-50.84835

0.04

0.00

0.00000

319.66388

320.89001

-1.14151

-0.05070

25

Perella

Davis

Allen / Arnold

Definitive agreement; Penumbra, Inc., the worlds leading thrombectomy company, is focused on developing the most innovative technologies for challenging medical conditions such as ischemic stroke, venous thromboembolism such as pulmonary embolism, and acute limb ischemia. Our broad portfolio, which includes computer assisted vacuum thrombectomy (CAVT), centers on removing blood clots from head-to-toe with speed, safety and simplicit; Acquisition to expand Boston Scientifics cardiovascular portfolio and further address increasing prevalence of vascular diseases; Provides scaled entry into mechanical thrombectomy and neurovascular, key strategic adjacencies; Under the terms of the agreement, which has been approved by the board of directors of each company, the transaction values each Penumbra share at $374, with Penumbra stockholders having the right to elect to receive $374 in cash or 3.8721 shares of Boston Scientific common stock (valued at $374 based on the volume weighted average price of Boston Scientific common stock over the last 10 trading days, as of January 13, 2026), subject to proration, so that the total transaction consideration is paid approximately 73% in cash and approximately 27% in shares of Boston Scientific common stock. Adam Elsesser has indicated that he will elect to receive Boston Scientific shares for all his Penumbra shares; Boston Scientific expects to finance the approximately $11 billion cash portion of the transaction consideration with a combination of cash on hand and new debt; The transaction is expected to be $0.06-0.08 dilutive to adjusted earnings per share for Boston Scientific in the first full year following the close of the acquisition, neutral to slightly accretive in the second year and more accretive thereafter; The transaction is expected to be completed in 2026, subject to receipt of Penumbras stockholder approval and the satisfaction of other customary closing conditions; Signed CA December 19, 2025; Outside date January 14, 2027 (can extend to January 14, 2028); PEN names BSX as a competitor and both companies overlap in minimally invasive thrombectomy and vascular intervention devices in a multiplayer competitive market; Valuation: 58.3x EPS (2027E), 36.8x EBITDA (2027E), 8.1x sales (2027E); Background: Penumbras discussions with Boston Scientific evolved from informal industry conversations in early and late 2025 into formal merger negotiations by December. After presenting positive clinical data in October 2025, Penumbra leadership engaged in exploratory discussions with Boston Scientifics executives, which led to a December 15 meeting where Boston Scientific expressed interest in a potential acquisition. Following the execution of a nondisclosure agreement and management presentations, Boston Scientific submitted a preliminary non binding proposal on December 29, 2025 to acquire Penumbra for $365 per share in a mix of cash and stock, including regulatory commitments and a reverse termination fee. The Penumbra Board, advised by Perella Weinberg Partners and Davis Polk, determined the initial proposal was insufficient and sought improved price and terms. Boston Scientific revised its offer on December 31 to $370 per share with enhanced regulatory commitments but included exclusivity and a termination fee. After further negotiations, Boston Scientific increased its proposal to $374 per share, reduced the termination fee, removed exclusivity, and allowed stockholders to elect cash or stock subject to proration. The parties completed reciprocal due diligence and negotiated the merger agreement. On January 14, 2026, after reviewing financial analyses and receiving a fairness opinion from Perella Weinberg Partners, the Penumbra Board unanimously determined the transaction was fair and in the best interests of stockholders, approved the merger agreement, and recommended its adoption. The merger agreement was executed that day and publicly announced on January 15, 2026;

>50% vote target; HSR expiry (filed Feb 13 2026, received second request from the FTC on Mar 16 2026);

PERF

Perfect Corp.

Ms. Alice H. Chang

10-July-26

23-October-26

Merger

Friendly

Tech

2.00000

0.00000

1.99000

83.60900

0.48148

0.02000

-0.63000

0.81200

0.02

0.03

0.00000

2.00000

1.98000

0.01000

0.35862

6

Kroll

DLA

Sullivan

Agreement and Plan of Merger; Perfect Corp. is a leading artificial intelligence (AI) company offering AI and augmented reality (AR)-powered solutions to beauty, fashion, photo and video creative industries; Concurrently with the execution of the Merger Agreement, Merger Sub entered into separate voting and support agreements with Ms. Alice H. Chang and her controlled entities GOLDEN EDGE CO., LTD., DVDonet.com. Inc. and World Speed Company Limited (the Chairwoman Parties) as well as CyberLink International Technology Corp. (CyberLink). Pursuant to such agreements, Chairwoman Parties and CyberLink will vote all ordinary shares they hold directly or indirectly in favor of the authorization and approval of the Merger Agreement, the plan of merger and the transactions contemplated thereby, including the Merger. Such ordinary shares represent approximately 53.4% of the total issued and outstanding share capital of the Company and approximately 81.2% of the total voting power of the Company as of the date of the Merger Agreement; The Merger is expected to be funded through available cash of the Company and its subsidiaries; The Merger, which is currently expected to close during the last quarter of 2026, is subject to customary closing conditions, including the approval of the Merger Agreement, the plan of merger and the transactions contemplated thereby, including the Merger, by the affirmative vote of at least two-thirds of the votes cast by holders of the Companys ordinary shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Companys shareholders; Outside date July 10, 2027; Valuation: 29.0x EPS (2027E), 7.0x EBITDA (2027E), 1.0x sales (2027E); Bcakground: From March through June 2025, Alice H. Chang, CIT, and Provident Acquisition Holdings Ltd. held preliminary discussions about a possible transaction involving Perfect Corp. No consortium agreement or formal proposal resulted, and Provident did not later join the buyer consortium. In February and March 2026, the Chairwoman and CIT revisited a going-private transaction based on their view that the public market did not adequately reflect the companys long-term value. On March 18, 2026, the Chairwoman Parties and CIT entered into a consortium agreement and submitted their going-private proposal. The board established an independent Special Committee to evaluate and negotiate the proposal. The Special Committee retained DLA Piper as legal counsel and Kroll as financial advisor. Negotiations addressed price, confidentiality protections, the standstill, financing responsibility, dissenting-shareholder exposure, the no-shop, fiduciary outs, termination fees, representations, and operating covenants. In May 2026, the Special Committee requested an increase from the buyer groups initial $1.95-per-share offer. The buyer consortium initially rejected the request, pointing to the premium and the companys trading performance. The Special Committee also negotiated confidentiality agreements that included a market-length standstill and broad restricted activities. The Chairwoman Parties signed their confidentiality agreement on May 28, 2026. CIT signed a substantially similar agreement on June 4, 2026. The Special Committee had declined to begin substantive negotiations while CIT remained outside the confidentiality arrangements. The buyers counsel delivered the first merger-agreement draft on May 27, 2026. Negotiations then focused heavily on whether company cash would be sufficient to finance the transaction and which party would bear any shortfall. DLA Piper proposed that the companys deposit covenant be qualified by best efforts and working-capital protections, that the company have no liability merely because of a cash shortfall, and that Merger Sub be responsible for funding any shortfall. The parties also negotiated the dissenting-shareholder condition, the reverse termination fee, recommendation-change rights, and the buyers matching rights. On July 2, 2026, the parties began documenting CITs withdrawal as an active member of the buyer consortium. CIT instead assumed a more limited role as a continuing shareholder under a support agreement. The parties resolved the remaining funding and dissent-related issues in early July and finalized the documents on July 8 and July 9. On July 10, 2026, Kroll presented its valuation analysis and delivered its opinion that the $2.00 consideration was fair from a financial point of view to shareholders other than the continuing shareholders. The Special Committee unanimously approved and recommended the transaction. The full board then approved it. The merger agreement, support agreements, limited guarantee, and consortium termination agreement were executed that day, and the company publicly announced the transaction;

66 2/3 vote target; HSR expiry;

PRTH

Priority Technology Holdings, Inc.

Chairman and CEO Thomas Priore

21-September-26

31-March-27

Merger

Friendly

Financial

8.05000

0.00000

7.82000

1600.00000

0.38079

0.24000

-1.98000

0.61400

0.01

0.11

0.00000

8.05000

7.81000

0.23000

0.06631

165

Barclays

TD

Paul / Nixon

McDermott / Latham

Definitive agreement; Priority Technology Holdings, Inc. is a payments and banking solutions provider that streamlines collecting, storing, lending and sending money to unlock revenue opportunities; The transaction was unanimously recommended by a special committee of independent and disinterested directors (the Special Committee), which conducted a robust review process with the assistance of its independent legal and financial advisors; Following a rigorous valuation analysis and comprehensive review of the Initial Proposal, the Special Committee engaged in extensive negotiations with the Investor Group, including with Mr. Priore, who had informed the Special Committee that he does not intend to sell his stake in the Company to any third party, as disclosed in the Schedule 13D filed in December 2025. The negotiations resulted in improved transaction terms, including a more than 30% price increase, for the benefit of Prioritys unaffiliated stockholders; The transaction is being financed, in part, by equity commitments from funds advised by Searchlight Capital Partners, L.P. (Searchlight), and is not subject to any financing conditions; The transaction is subject to customary closing conditions, including regulatory approvals and approval by the holders of a majority of Prioritys common stock that are not affiliated with the Investor Group; The transaction is expected to close in the first half of 2027; Outside date December 18, 2027; Parent expects to fund the payment of the aggregate Merger Consideration and related fees and expenses through a combination of: (i) equity financing up to $160 million from funds advised by Searchlight Capital Partners, L.P. (collectively, the Equity Financing Source) pursuant to an equity commitment letter delivered to the Company concurrently with the execution of the Merger Agreement (the Equity Commitment Letter, and such equity financing, the Financing; On September 18, 2026, concurrently with the execution of the Merger Agreement, Thomas C. Priore, certain of his affiliates and certain other stockholders of the Company (collectively, the Supporting Stockholders), who collectively own approximately 61.4% of the outstanding shares of Company Common Stock, entered into Support Agreements; Signed CA November 22, 2025;

Majority of minority vote target; HSR expiry; Money Transmitter Licenses;

PSNL

TEM

Personalis, Inc.

Tempus AI, Inc.

20-July-26

31-December-26

Merger

Friendly

Healthcare

0.00000

0.25312

15.84000

1500.00000

0.14418

0.43000

-1.61769

0.00000

0.05

0.21

0.00000

16.25000

15.82000

0.52499

0.17220

75

Centerview / TD

MS

Cooley

Latham

Definitive agreement; Acquisition brings together Personalis MRD technology with Tempus commercial scale, multimodal data and AI platform to advance cancer monitoring, deepen insights and accelerate growth; Expands Tempus reach across the cancer care continuum and accelerates access to industry-leading technology within the rapidly emerging MRD market, a $20 billion opportunity; Under the terms of the agreement Tempus will acquire all outstanding shares of Personalis not already owned by Tempus at a price of $16.25 per common share, representing a 6% premium to Fridays closing price and a 28% premium to unaffected 30-day VWAP. Consideration will be structured as a 100% stock transaction with Tempus having the option to elect payment in cash at Tempus discretion, capped at 50% of the consideration paid. Personalis shareholders will receive a floating exchange ratio of Tempus AI common stock for each share of Personalis common stock they own at closing, subject to a maximum exchange ratio of 0.3356, which shall be finalized closer to the closing of the transaction. Cash consideration will be financed with cash on hand and borrowings under the Companys then existing credit facilities; The closing is expected in late 2026 or early 2027, and is subject to Personalis shareholder approval, as well as receipt of applicable regulatory approvals and other customary closing conditions. The transaction was approved by both companies board of directors; Pursuant to the Merger Agreement, the Exchange Ratio is determined as follows: if the Tempus Stock Price (as defined below) is equal to or less than the Floor Price of $48.42, the Exchange Ratio will be fixed at 0.3356 and if the Tempus Stock Price is greater than the Floor Price, the Exchange Ratio will be equal to $16.25 divided by the Tempus Stock Price; Personalis also has the right to terminate the Merger Agreement if the Tempus Stock Price (as finally determined pursuant to the Merger Agreement) is less than the Lower Floor Price of $46.00, which right is only expected to be exercisable within a two business day period preceding the day the closing would otherwise be required to occur; Outside date April 20, 2027; Signed CA April 6, 2023; Background: The sale process has roots going back to 2024. In mid-2024, Personalis became concerned that Party A might be positioning itself to acquire control without paying an appropriate control premium. The board authorized outreach to strategic parties including Tempus, Party B and Party C. Party B offered $3.25 cash plus potentially $1.00 of contingent consideration, which Personalis rejected as inadequate. Seven strategic parties were contacted during July 2024, but the process did not result in an acceptable sale proposal. Tempus instead deepened its commercial relationship with Personalis and made an investment that initially brought its ownership to approximately 19.3%. Merck separately invested approximately $50 million later that year. Tempus began signaling renewed strategic interest in late 2025. On January 14, 2026, Tempus CEO Eric Lefkofsky told Personalis CEO Chris Hall that Tempus believed there was strategic logic to combining the companies. At approximately the same time, Party A separately signaled acquisition interest. Tempus subsequently began discussing indicative transaction values, initially around $9 to $11 per share. Personalis repeatedly responded that those levels undervalued the company. The Personalis board also rejected a proposed phased acquisition structure and emphasized that it wanted upfront value rather than contingent value. By June, Personalis moved toward a competitive process. Party A expressed confidence it could reach approximately $15 per share. Party B was also invited into the process. Personalis told prospective bidders that they would need to meet or exceed $15 upfront and provide adequate regulatory and closing-certainty protections. Party A signed a confidentiality agreement on June 24. Personalis and Tempus amended their existing NDA on June 25. Party B signed a confidentiality and clean-team agreement on June 29. Regulatory certainty became a critical differentiator. Personalis and its advisers considered Party A to present materially more antitrust risk. Party A discussed an antitrust commitments package that at one point included a proposed $200 million reverse termination fee. In parallel, the board pushed Tempus to improve both price and contractual protections. On June 30, Party A raised its proposal to $16.23 per share in Party A stock. Personalis then imposed a July 10 best-and-final timeline designed to create competitive tension among Tempus, Party A and Party B. The board emphasized speed, certainty of closing and regulatory risk rather than nominal headline price alone. Party A subsequently indicated a value exceeding $20 per share. Nevertheless, Personalis advisers and board viewed Party As proposal as substantially more exposed to antitrust risk and a potentially lengthy closing process. The board was advised that Tempus at approximately $17.50 could have greater risk-adjusted value than Party A at $20.75 because of the expected regulatory delay and probability of non-closing associated with Party A. Personalis therefore reopened negotiations with Tempus while continuing discussions with Party A. Tempus ultimately indicated that $16.25 was its maximum achievable value. Party A, meanwhile, continued to seek additional time and had not fully satisfied the Personalis board regarding regulatory commitments. It also sought a waiver of a change-of-control provision under one of Personalis existing agreements with Party C as a signing condition. The board viewed that condition as an additional source of signing uncertainty. By July 18, Party As effective offer was $17.00 per share. The board nevertheless determined that its antitrust risk, signing conditions and closing uncertainty materially reduced its risk-adjusted value. The board concluded that Pa

>50% vote target; HSR expiry (filed July 31 2026, pulled and refiled Sept 2 2026, attained Oct 2 2026); UK CMA (filed Aug 3 2026, attained Aug 13 2026);

PTC

SU

PTC Inc.

Schneider Electric

05-October-26

30-June-27

Merger

Friendly

Tech

205.00000

0.00000

193.53000

23700.00000

0.42331

11.56000

-49.41000

0.03

0.19

0.00000

205.00000

193.44000

11.55000

0.08620

256

Evercore

MS / GS

Paul

Debevoise

Definitive agreement; PTC Inc. is a leader in complex industrial product design, engineering and data management; 250 million of highly executable annual run-rate cost synergies expected to be achieved by Year 3 and approximately 800 million of expected revenue synergies; Creates a leading, scaled, open and interoperable industrial software and AI franchise, driving business outcomes for customers from any system of design, control, data and intelligence; The total cash consideration of approximately 22 billion is secured through a fully committed bridge facility provided by Morgan Stanley and Societe Generale. Total consideration is expected to be funded via a combination of an equity issuance of approximately 5 to 6 billion and new debt issuance of approximately 16 to 17 billion. The equity issuance is expected to take the form of an Accelerated Bookbuild Offering (ABO) using the existing financial authorization given by the AGM to the Board, while the new debt issuance is expected to be conducted across several currencies; The transaction has been unanimously approved by the Boards of Directors of both companies. Closing of the transaction is anticipated by Q3 2027, subject to customary closing conditions, including approval by PTCs shareholders holding at least a majority of outstanding PTC shares at a special shareholder meeting and receipt of required regulatory approvals; In connection with the Merger, Schneider Electric entered into a mandate letter (the Debt Commitment Letter), dated as of October 4, 2026, with Morgan Stanley Europe SE and Societe Generale (together with any financing sources added in accordance with the terms of the Debt Commitment Letter, the Financing Sources), pursuant to which, and subject to the terms and conditions set forth therein, the Financing Sources have committed to provide debt financing (the Debt Financing) in an aggregate principal amount of $25,000,000,000 under a bridge term loan facility (the Bridge Facility); Signed CA September 13, 2026; Valuation: 22.9x EPS (2027E), 17.5x EBITDA (2027E), 8.12x sales (2027E);

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

RAMP

PUB

Liveramp Holdings Inc

Publicis Groupe

18-May-26

15-November-26

Merger

Friendly

Tech

38.50000

0.00000

37.49000

2167.00000

0.29804

1.02000

-7.82000

0.01

0.12

0.00000

38.50000

37.48000

1.01000

0.39749

29

Evercore

BofA

Sullivan

Wachtell

Agreement and Plan of Merger; LiveRamp is a global data collaboration platform that enables companies to unify, manage, and activate data across the digital ecosystem; With this acquisition, for a total enterprise value of $2.2 billion, the Groupe furthers its investment in technology, data, and AI-services to unlock new opportunities for the agentic era. In doing so it will expand its addressable market, allowing it to raise its 2027-2028 objectives on net revenue and headline EPS growth at constant currency; The acquisition is expected to be accretive to Publicis Groupes headline EPS from the first year of consolidation, excluding transaction-related costs; The transaction has been unanimously approved by the Board of Directors of both Publicis Groupe and LiveRamp; The transaction has been signed and is expected to close before year-end 2026, subject to regulatory approvals, approval by LiveRamps shareholders and other closing conditions; Outside date May 16, 2027 (automatically extended by a period of three (3) months); Signed CA July 11, 2025; Valuation: 13.7x EPS (2027E), 9.9x EBITDA (2027E), 2.44x sales (2027E); Background: LiveRamps board and management had been regularly evaluating strategic options, including partnerships and possible sale opportunities, when Publicis emerged as a serious potential acquirer. Early discussions with Publicis began in 2025 around expanded commercial collaboration, then evolved into acquisition talks. Other parties, including large financial services, software, technology and marketing companies, were contacted or engaged at various points, but none produced a clearly superior or more actionable proposal. Publicis first proposed buying LiveRamp for $37.50 per share in cash in December 2025, which the board viewed as inadequate. Publicis later increased its offer to $40.00 per share, while LiveRamp and Evercore contacted eleven other potential buyers. Party E also offered $40.00 per share, but it was less advanced, slower moving and uncertain due to recent acquisitions of its own. Parties F and G showed some interest but had concerns around synergies, execution or financial capacity. By early 2026, weakening SaaS market valuations and unresolved employee retention issues caused Publicis and the other parties to pause or step back from acquisition discussions. Publicis re-engaged in late March 2026 after LiveRamps share price had fallen with the broader software sector. It initially proposed $37.00 to $38.00 per share, then raised its offer to $38.50 per share and described that as its best and final price. LiveRamp accepted a limited exclusivity period through May 12, 2026, allowing Publicis to complete diligence and negotiate definitive documents. The board considered whether to re-contact other potential buyers after exclusivity expired, but decided not to because Publicis was close to signing and there was a risk it could withdraw. The board instead focused on preserving the ability to consider any superior proposal that might later emerge. On May 15, 2026, after reviewing Evercores financial analysis and fairness opinion, LiveRamps board unanimously approved the merger agreement, concluding that the transaction was fair and in the best interests of LiveRamp and its stockholders. The merger agreement was signed on May 16, 2026, with Publicis agreeing to acquire LiveRamp for $38.50 per share in cash. The deal was publicly announced on May 17, 2026;

66 2/3 vote target; HSR expiry (filed June 11 2026); CFIUS; German FCO (filed June 23 2026, attained July 23 2026); Australia ACCC (filed July 27 2026, attained Aug 26 2026);

RNW

Renew Energy Global PLC

CCPIB / Sumant Sinha (Founder/CEO)

11-August-26

15-February-27

Scheme

Friendly

Power

7.02000

0.00000

6.89000

10200.00000

0.12500

0.14000

-0.64000

0.51100

0.00

0.18

0.00000

7.02000

6.88000

0.13000

0.05809

121

Rothschild

Linklaters

Freshfields

Recommended cash acquisition; ReNew is a leading decarbonisation solutions company. ReNews clean energy portfolio of ~20.2 GW on a gross basis as of 18 May 2026, is one of the largest globally. ReNew is a major independent power producer in India; The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between ReNew and Scheme Shareholders under Part 26 of the Companies Act, although CPP Investments reserves the right to effect the Acquisition by way of a Takeover Offer as an alternative to the Scheme and subject to the terms of the Transaction Agreement; It is expected that the Scheme Document (including details of the Court Meeting and the General Meeting) and the Forms of Proxy accompanying the Scheme Document will be published as soon as reasonably practicable and that the Scheme will become Effective in Q1 2027, subject to the satisfaction or, where permitted, waiver of the Conditions; On 29 May 2026, ReNew announced that it had received a non-binding proposal dated 28 May 2026 from the Consortium to, subject to the Rollover, acquire the entire issued and to be issued share capital of ReNew not already owned by members of the Consortium and their Affiliates, for cash consideration of USD 6.75 per ReNew Share; On 7 August 2026, ReNew announced that it had received a confirmatory letter dated 6 August 2026 from the Consortium which reaffirmed that the terms of the Consortiums proposal dated 27 July 2026, including the cash consideration of US$7.02, remain unchanged and represent its best and final non-binding proposal; The Special Committee, which has received the opinion of Rothschild & Co as to the fairness of the Cash Offer, from a financial point of view, to the holders of Cash-Out Shares, considers that the terms of the Cash Offer, including the terms of the Transaction Agreement, are fair and reasonable and intends to unanimously recommend that Scheme Shareholders vote in favor of the Scheme at the Court Meeting and ReNew Shareholders vote in favor of the Resolution to be proposed at the General Meeting; In connection with the Acquisition, JERA Nex and Platinum Cactus, who collectively hold approximately 51.1% of the voting power of the Scheme Shares, have each delivered an irrevocable undertaking in favor of the Consortium, pursuant to which each has agreed, among other things, to (i) exercise (or procure the exercise of) all voting rights attaching to its ReNew Shares (the Relevant Securities) in favor of the Scheme; Outside date Mar 31 2027; Signed CA August 4, 2026; Valuation: 12.7x EPS (2028E), 7.9x EBITDA (2028E), 5.3x sales (2028E);

>75% vote target; Belgian foreign direct investment approval; French Ministry of Economy and Finance; Competition Commission of India;

ROKU

FOXA

Roku, Inc.

Fox Corporation

15-June-26

31-March-27

Merger

Friendly

Media

96.00000

0.96930

154.42000

22000.00000

0.33735

3.26147

-36.47332

38.70000

0.04

0.08

0.00000

157.52147

154.25999

4.09855

0.05972

165

Qatalyst

Allen / MS / GS

Goodwin

Weil

Definitive agreement; Roku pioneered streaming on TV. Today, it is the #1 TV streaming platform in the U.S., Canada, and Mexico by hours streamed (Hypothesis Group, Dec. 2025). Roku connects viewers to the content they love, enables content publishers to build and monetize large audiences through advertising and subscriptions, and provides advertisers with unique capabilities to reach and engage consumers. Roku streaming players and Roku-made TVs are available at major retailers, and licensed Roku TVTM models are sold by leading TV brands in more than 15 countries around the world; The transaction combines FOXs leading sports, news and entertainment content and the Tubi service, with Rokus leading connected TV platform, The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households; On a pro forma basis, the combined company will become the third-largest player in U.S. television by share of viewing, with an attractive mix of FOXs sports, news, and entertainment content, alongside streaming services Tubi and The Roku Channel; FOX is acquiring Roku in a cash-and-stock transaction valued at $160.00 per ROKU share. FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A common stock for each Roku Class A and Class B share outstanding immediately prior to the effective time of the merger; Upon closing, existing FOX shareholders are expected to own approximately 73% of the combined company and Roku shareholders approximately 27%; The transaction has been unanimously approved by the Boards of Directors of both companies; The transaction is expected to strengthen FOXs long-term growth profile, accelerate its digital strategy, be accretive to free cash flow per share by the second full year after closing, and achieve approximately $400 million of run-rate cost synergies with additional revenue upside; FOX expects to fund the cash portion of the transaction consideration with a combination of new debt and cash on hand. FOX has obtained $12.0 billion of fully committed bridge financing from Morgan Stanley Senior Funding, Inc. At closing, the company expects pro forma net leverage to be approximately 2.8x, inclusive of 50% credit for run-rate cost synergies; The transaction is subject to customary closing conditions, including approvals by FOX and Roku shareholders, receipt of U.S. and certain non-U.S. regulatory approvals and other customary conditions; In connection with execution of the acquisition agreement, Anthony Wood and certain associated trusts and related entities that together hold at least a majority of the voting power of the Roku stock entered into a voting and support agreement agreeing to vote in favor of the transaction. LGC Holdco LLC also entered into a voting and support agreement with respect to the issuance of FOX shares in the transaction. The transaction is expected to close in the first half of calendar year 2027; Market shares: 7.2% (Fox), 3.0% (Roku), for third largest TV viewership; Outside date June 14, 2027, which date may be extended to December 14, 2027, and which date may be further extended to March 14, 2028; As of June 15, 2026, the Sellside VSA Stockholders collectively held approximately 55% of Companys outstanding voting power; As of June 15, 2026, the Buyside VSA Stockholders collectively held approximately 38.7% of Parents outstanding voting power; Signed CA March 13, 2026; Valuation: 44.5x EPS (2027E), 24.5x EBITDA (2027E), 3.51x sales (2027E); Background: Rokus process began well before FOX made its formal proposal. During late 2025, the Roku Board considered whether it should explore potential strategic transactions and discussed conducting a market check. The board ultimately concluded that a formal committee should oversee the process. On January 5, 2026, Roku established a Strategic Initiatives Committee consisting of independent directors Jeffrey Blackburn, Mai Fyfield and Gina Luna, with Blackburn serving as chair. The committee was given responsibility for overseeing the market check, managing negotiations and advising the full board regarding any potential transaction. Qatalyst Partners was selected as financial adviser. Roku and Qatalyst then developed a universe of potential counterparties and began outreach. FOX was contacted on March 5, 2026 and confirmed interest on March 9. FOX management discussed the opportunity internally on March 11. Roku and FOX signed their confidentiality agreement on March 13. The agreement included a standstill restricting FOX, while allowing FOX to make confidential proposals directly to Rokus committee. Roku simultaneously pursued discussions with a number of other potential bidders. Several declined to participate because of competing priorities, financing considerations or expected integration challenges. Other parties, identified anonymously as Party A, Party B, Party C, Party K and others, proceeded to varying stages of diligence. FOXs interest developed through March and April. Lachlan Murdoch and Anthony Wood met in New York on April 27 and discussed Rokus business, including artificial intelligence and growth opportunities. Roku continued its market check rather than moving immediately into an exclusive FOX process. By early May, several other prospective bidders remained involved, although their level of engagement varied. Roku also became aware on May 8 that a news organization had learned Roku had engaged an investment bank for a potential strategic transaction, increasing the risk that the process could leak publicly. FOX submitted its first formal proposal on May 15. FOX offered $154 per Roku share, comprised of $93 cash and 0.934 FOXA shares. The proposal represented approximately a 22% premium to Rokus May 14 closing price and contemplated Roku shareholders owning approximately 25% of the combined company. FOX indicated that it could complete diligence and negotiate a definitive agreement in approximately three weeks. Qatalyst immediately inform

>50% vote target; >50% vote acquiror; HSR expiry (filed Aug 5 2026, pulled and refiled Aug 7 2026, received second request from the DOJ Sept 8 2026); Competition Canada; EC ; UK CMA; German FCO;

RXO

CHRW

RXO Inc.

C.H. Robinson Worldwide, Inc.

05-October-26

31-March-27

Merger

Friendly

Industrial

17.25000

0.08560

28.72000

5800.00000

0.29384

0.40622

-6.19493

0.17000

0.03

0.06

0.00000

29.06622

28.66000

0.56442

0.04409

165

GS

MS

Paul

Gibson

Definitive agreement; RXO is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation and last mile delivery; Expected to generate $300 million of net run-rate cost synergies within two years post-close by utilizing C.H. Robinsons proven Lean AI operating model to enhance productivity driving profitability and creating shareholder value; Addition of complementary major North American third-party logistics business will improve network density and enhance penetration across verticals to drive growth throughout market cycles; Strong financial profile, significant adjusted EPS accretion and cash flow generation of combined company expected to support de-leveraging and growth investments; Under the terms of the merger agreement, RXO stockholders will receive $17.25 per share in cash and 0.0856 shares of C.H. Robinson common stock for each RXO share they own, representing an implied total consideration of $30.25 per share; Under the terms of the merger agreement, RXO stockholders will receive $17.25 per share in cash and 0.0856 shares of C.H. Robinson common stock for each RXO share they own, representing an implied total consideration of $30.25 per share; Under the terms of the merger agreement, RXO stockholders may elect to receive either (i) the standard mixed consideration consisting of $17.25 in cash and 0.0856 shares of C.H. Robinson common stock, (ii) all-cash consideration of $30.25 per share or (iii) all-stock consideration of 0.1992 shares of C.H. Robinson common stock, in each case subject to proration and adjustment procedures designed to ensure that, in the aggregate, approximately 57% of the merger consideration is paid in cash and 43% is paid in shares of C.H. Robinson common stock; RXO stockholders are expected to own 11% of the combined company upon transaction close; The merger agreement, which was unanimously approved by the Boards of both companies, is expected to close in the first half of 2027 and is subject to customary closing conditions, including regulatory approval and approval by RXOs stockholders; In connection with the execution of the Merger Agreement, MFN Partners LP has agreed, among other things, to vote all of its shares of RXO (which represents approximately 17%) in favor of the transaction and adoption of the Merger Agreement, and, subject to certain exceptions, not to transfer its shares; C.H. Robinson will finance the cash consideration with new debt financing and has entered into a fully underwritten commitment for a bridge facility with Morgan Stanley Senior Funding, Inc; Outside date July 4, 2027, subject to two extensions of three months each (at either partys election); Signed CA September 15, 2026; The announced transaction combines the #1 and #5 firms in Transport Topics 2026 North American freight brokerage ranking; Valuation: 50.2x EPS (2027E), 23.2x EBITDA (2027E), 0.77x sales (2027E);

>50% vote target; HSR expiry;

SAFT

Safety Insurance Group Inc.

Mapfre S.A.

24-July-26

15-February-27

Merger

Friendly

Financial

105.00000

0.00000

104.06000

1540.00000

0.43954

1.90000

-30.44091

0.03

0.06

0.00000

105.92000

104.02000

1.89000

0.05582

121

Jefferies

DB

DLA

Hogan

Definitive agreement; Safety Insurance Group Inc. (NASDAQ:SAFT) (Safety), one of the leading property and casualty insurers in Massachusetts and across New England; The transaction brings together two highly complementary insurers that share a common commitment to underwriting discipline, customer service, and long-term value creation. Through the combination, Safety will gain the support, scale, and resources of a global insurance group while maintaining the strengths, relationships, and local market expertise that have defined its success; The transaction has been unanimously approved by the Board of Directors of Safety and approved by the Board of Directors of Mapfre and is expected to close during the first quarter of 2027, subject to customary closing conditions and regulatory approvals, which include obtaining prior approval of the Massachusetts Commissioner of Insurance and the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; For the purposes of financing the transaction, Mapfre has entered into a temporary bridge financing agreement for a maximum aggregate amount of 1,360 million euros with Citibank and Deutsche Bank, acting as lenders;$30 million annual synergies; Valuation: 2.2x EPS (LTM), 1.80x BV, 1.85x TBV; Outside date July 23, 2027, subject to an automatic extension to January 23, 2028; Parent has secured committed equity financing for the Merger, consisting of equity to be provided by its parent company, MAPFRE, S.A., on the terms and subject to the conditions set forth in the equity commitment letter provided by MAPFRE, S.A., the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger Consideration, the Company RSA Merger Consideration, the Company PSA Merger Consideration, as well as certain other fees and expenses, assuming the satisfaction of all conditions to Parent and Merger Subs obligations to effect the Merger and all conditions to each partys obligations to effect the Merger. In addition, MAPFRE, S.A. has agreed to fund, directly or indirectly, Parents payment of the Parent Termination Fee and any other monetary amounts payable by Parent or Merger Subsidiary under the Merger Agreement, subject to the limits set forth in the equity commitment letter. The Company is a direct party to the equity commitment including the right, in certain circumstances, to require MAPFRE, S.A. to fund its commitment to Parent. The receipt of financing by Parent is not a condition precedent to the completion of the Merger; Signed CA May 15, 2026; MAPFRE already leads the Massachusetts private-passenger auto market through Commerce Insurance, while Safety is one of the states largest regional competitors. Recent public exposure data indicate approximately 18.22% for MAPFRE/Commerce (#1) and roughly 9.6% for Safety (#4), implying a combined share near 27.8%; Signed clean team agreement June 30, 2026; Background: Safety had periodically evaluated strategic alternatives as part of its regular board process, and management had met with Mapfre and other insurance industry participants during January and February 2026. Those discussions included the possibility of an acquisition of Safety, but no proposal was made at that stage. On March 20, 2026, Mapfre submitted an unsolicited proposal to acquire Safety for $103.00 per share in cash. Mapfres initial proposal contemplated no financing condition and was accompanied by a letter from Deutsche Bank expressing high confidence that the necessary debt financing could be arranged. Safetys stock closed at $71.46 on March 20. The Board engaged DLA Piper as legal counsel and Jefferies as financial advisor. After reviewing Mapfres proposal against Safetys standalone value and strategic alternatives, the Board determined that $103.00 undervalued Safety. It nevertheless concluded that the proposal warranted further engagement and authorized targeted outreach to four other strategic counterparties, identified in the proxy as Parties A, B, C and D. Safety entered into an NDA with Mapfre SA on May 15 and granted Mapfre data-room access on May 16. Party C ultimately signed its own NDA on May 27. Party A declined to advance, Party D did not meaningfully engage, while Parties B and C initially continued evaluating the opportunity. Mapfre reaffirmed its $103.00 price on June 2. The Board again concluded that the price did not reflect Safetys full value and instructed management and Jefferies to push Mapfre higher. Mapfre increased its proposal to $103.85 on June 9. On June 10, Party C submitted a substantially lower proposal at $85.13 per share. The Board rejected both prices as inadequate and asked Mapfre for a best-and-final price and full merger-agreement response. Safetys initial agreement draft sought a go-shop, a 1% go-shop termination fee, a 10% regulatory reverse termination fee, a hell-or-high-water regulatory covenant, full equity-award acceleration and committed debt financing. Party C subsequently improved its offer to $90.00 to $94.00 on June 16. The following day Mapfre raised its bid to $105.00 per share. Mapfre simultaneously rejected Safetys proposed go-shop and hell-or-high-water regulatory covenant and resisted the proposed debt-financing construct. The Board continued negotiating with Mapfre while informing Party C that a bid above $100 would be needed to remain competitive. Party C refused to improve beyond its $90 to $94 range and exited the process on June 25. Party B confirmed on June 30 that it would not make an offer. Mapfre was therefore the only bidder remaining at a transactionally competitive price. Negotiations during July increasingly focused on regulatory-risk allocation, the termination fees, equity award treatment and buyer credit support. Safety sought a substantially larger regulatory fee while Mapfre sought to preserve the right not to accept regulatory remedies. Mapfres June 30 agreement markup proposed only a 3% regula

>50% vote target; HSR expiry (filed Aug 13 2026, attained Sept 14 2026); Massachusetts Commissioner of Insurance (filed Aug 25 2026);

SANG

RILY

Sangoma Technologies Corporation

BRC Group Holdings, Inc.

28-September-26

15-January-27

Merger

Friendly

Telecom

4.92500

0.04767

4.85000

204.00000

0.44477

0.41095

-1.17168

0.27000

0.03

0.26

0.00000

5.14095

4.73000

0.40732

0.39796

90

ATB

Goodmans / Norton

Blakes / Choate / Klein / NBD

Definitive agreement; Sangoma Technologies Corporation is a trusted industry leader delivering cloud-based, on-premises, and hybrid communications solutions; Founded in 1984 and headquartered in Markham, Ontario, Sangoma serves more than 100,000 business customers across a base of over 2.7 million unified-communications seats. Its comprehensive solutions span UCaaS, contact center, CPaaS, and connectivity. The platform offers the extensibility to serve customers from small business through the mid-market, anchored by robust, enterprise-grade architecture; Upon completion, current Sangoma shareholders will hold approximately 4% of BRCs pro forma outstanding shares; The transaction is expected to be partially funded through an amended and restated $215 million senior secured term loan facility at BRCs communications-platform level, together with an equity contribution from BRC; Banc of California is serving as sole lead arranger, bookrunner, and administrative agent on the facility, together with Axos Bank and Israel Discount Bank of New York as lenders. The transaction is not subject to any financing condition; The transaction has been unanimously approved by the board of directors of BRC and the board of directors of Sangoma. Completion is subject to approval by at least two-thirds of the votes cast by holders of Sangoma shares present in person or represented by proxy at a special meeting of Sangoma shareholders (the "Meeting"), a simple majority of the votes cast by holders of Sangoma shares present in person or represented by proxy at the Meeting, excluding the Sangoma shares required to be excluded pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, applicable court and regulatory approvals, and other customary closing conditions. The transaction is expected to close no later than early 2027; Valuation: 5.8x EBITDA (2027E), 0.97x sales (2027E); The Transaction will be funded through a combination of debt financing, an equity contribution from BRC of approximately $38 million and an equity contribution from the BRC telecommunication subsidiaries of approximately $16 million. In connection with the Transaction, Banc of California, Axos Bank and Israel Discount Bank of New York (such commitment parties, the Commitment Parties) issued a Commitment Letter (the Commitment Letter) to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC whereby the Commitment Parties have committed, subject to the terms and conditions set forth therein, to provide senior secured term loans in an aggregate principal amount of $212,255,000 (Commitment Amount) payable in connection with the Transaction; Signed NDA April 6, 2026; Inside date / earliest Effective Date: January 1, 2027; Outside Date: January 22, 2027;

66 2/3 vote target; Majority of minority vote target; HSR expiry; Competition Canada;

SLAB

TXN

Silicon Labs

Texas Instruments

04-February-26

31-March-27

Merger

Friendly

Tech

231.00000

0.00000

221.50000

7500.00000

0.69082

9.79000

-84.59000

0.03

0.10

0.00000

231.00000

221.21001

9.78000

0.10043

165

Qatalyst

GS

DLA

A&O

Definitive agreement; Silicon Labs is a leader in secure, intelligent wireless technology; Enhances global leadership in embedded wireless connectivity solutions; Leverages Texas Instruments industry-leading, dependable, low-cost manufacturing capacity to better serve customers; Deepens customer engagement through Texas Instruments reach of market channels and cross-sell opportunities; Expected to generate ~$450 million of annual manufacturing and operational synergies within three years post-close; The acquisition will create a global leader in embedded wireless connectivity solutions by combining Silicon Labs strong portfolio and expertise in mixed signal solutions with Texas Instruments leading analog and embedded processing portfolio and internally owned technology and manufacturing capabilities. The combined company will accelerate growth by better serving existing and new customers through enhanced innovation and market access; Unanimously approved by the Board of Directors of both companies; Texas Instruments expects to fund the transaction with a combination of cash on hand and debt financing to be arranged prior to closing. The transaction is not subject to any financing contingency; The transaction is expected to close in the first half of 2027, subject to receipt of regulatory approvals and other customary closing conditions, including approval by Silicon Labs stockholders; The transaction is expected to be accretive to Texas Instruments earnings per share, excluding transaction-related costs, in the first full year post-close; Outside date February 4, 2027, which date may be extended to August 4, 2027 and to February 4, 2028; Signed CA December 4, 2025; Valuation: 57.7x EPS (2027E), 39.8x EBITDA (2027E), 6.97x sales (2027E); Background: On November 26, 2025, management reached out to Texas Instruments after receiving another unsolicited proposal at a significant premium. Between late November and early December, the company engaged several parties, held management presentations, and entered into NDAs with multiple bidders, including Texas Instruments. By January 2026, Texas Instruments and at least one financial buyer or sponsor-backed party, identified as Party F, remained active, while Party B later withdrew. Texas Instruments told Silicon Labs on January 16 that its board had authorized submission of an offer by January 27. Texas Instruments also engaged on the merger agreement draft before the final-bid deadline, while Party F submitted a competing $205 per share cash indication and sought materially more buyer-friendly regulatory and termination-fee terms, including a weaker regulatory covenant and a lower regulatory termination fee. At the January 29, 2026 board meeting, Qatalyst compared the final outstanding proposals from Texas Instruments and Party F and noted that Texas Instruments final price was substantially higher. DLA Piper reviewed the competing packages, with specific attention to regulatory efforts, interim operating flexibility, and both sides termination-fee structures. Negotiations then continued through January 30 and into early February. The board was also dealing with leak risk, as a Financial Times reporter contacted the parties on February 3 about a potential transaction. On February 3, 2026, Qatalyst delivered its oral fairness opinion, later confirmed in writing, that $231 per share in cash was fair from a financial point of view to Silicon Labs stockholders other than buyer-affiliated holders. The board then unanimously approved the merger agreement and recommended it to stockholders. The merger agreement was executed shortly after midnight Central Time on February 4, 2026, and the transaction was publicly announced that morning. The boards stated view was that $231 was the highest price reasonably obtainable, and the proxy notes that Texas Instruments had increased its position by $21 per share from the high end of its initial $205 to $210 range;

>50% vote target; HSR expiry (filed Mar 20 2026, attained May 22 2026); EC; China SAMR;

SLN

MRK

Silence Therapeutics plc

Merck KGaA

19-October-26

27-January-27

Scheme

Friendly

Biotech

20.00000

0.00000

19.59000

1100.00000

1.30415

0.42000

-10.90000

0.14000

0.01

0.04

0.00000

20.00000

19.58000

0.41000

0.07698

102

MS / Centerview

Cooley

Allen

Definitive agreement; Silence Therapeutics plc is a biotechnology company developing precision engineered medicines using its proprietary siRNA technology; Under the terms of the agreement, Merck KGaA, Darmstadt, Germany will acquire all outstanding ordinary shares of Silence. Upon completion of the transaction, Silence shareholders will receive $20.00 in cash per American Depositary Share (ADS), with each ADS representing three ordinary shares of Silence (or $6.6667 per ordinary share); The result of a competitive sale process; The transaction will be effected by means of a U.K. scheme of arrangement under Part 26 of the UK Companies Act 2006. The transaction is expected to close in the first quarter of 2027, and is subject to Silence shareholder approval, sanction by the High Court of Justice of England and Wales (the Court) and other customary closing conditions, including regulatory approvals; The transaction was unanimously approved by the Silence Board of Directors; Certain securityholders of Silence, holding approximately 14% of Silences voting power, have entered into a voting and support agreement with Merck KGaA, Darmstadt, Germany, pursuant to which the securityholders have agreed, among other things, to vote their beneficially owned voting securities of Silence in favor of the transaction; Outside date April 30, 2027; Signed CA August 18, 2026;

>75% vote target; HSR expiry; German FCO;

SMTI

MDXG

Sanara MedTech Inc.

MiMedx Group, Inc.

30-July-26

31-January-27

Merger

Friendly

Healthcare

33.00000

0.47350

33.13000

350.00000

0.15712

2.31340

-2.45044

0.38900

0.06

0.49

0.00000

35.08340

32.77000

2.32439

0.26613

106

Truist

Centerview

Alston

Greenberg

Definitive merger agreement; Sanara MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical market. Sanara develops, markets and distributes surgical products for use by physicians and clinicians in hospitals; This transaction would combine MIMEDXs high-growth, best-in-class surgical portfolio with Sanaras innovative surgical technologies across collagen particulate, wound irrigation and bone fixation. In addition to Sanaras industry-leading CellerateRX Surgical Powder, BIASURGE Advanced Surgical Solution and additional soft tissue and musculoskeletal products, it is working towards a 2027 commercial launch of OsSticTM BioAdhesive Advanced Bone Fixation, a Breakthrough Device as designated by the U.S. Food & Drug Administration; MIMEDX expects to finance the cash portion of the transaction through a combination of cash on hand and a new, committed debt financing in the form of a $300 million term loan, which has been secured with Hayfin Capital Management, LLP. In connection with the execution and delivery of definitive documentation with respect to the debt financing by Hayfin, MIMEDXs existing credit agreement will be terminated and all amounts outstanding will be repaid in full; The transaction has been unanimously approved by the board of directors of both companies and is expected to close by the end of the year, subject to approval by Sanara shareholders, the receipt of required regulatory approvals and other customary closing conditions; Outside date July 29, 2027 (either Company or Parent may extend the End Date to January 29, 2028 in the event that the requisite antitrust approvals have not been obtained); Specified Stockholders collectively held approximately 38.9% of the total voting power of the Shares. The Voting Agreement also contains restrictions on, among other things, the transfer of the Shares held by the Specified Stockholders; Signed CA December 15, 2025; Valuation: 63.6x EPS (2027E), 17.5x EBITDA (2027E), 2.65x sales (2027E); Background: MiMedxs interest became concrete in late 2025. On November 24, 2025, Sanara executives Seth Yon and Ronald Nixon spoke with MiMedx CEO Joseph Capper, who reiterated MiMedxs interest in a combination and discussed the strategic rationale and potential synergies. Two days later, the companies began discussing an NDA, and on December 15 they signed a mutual confidentiality agreement containing customary standstill provisions. Separately, director Bob DeSutter had been approached in October by Party A, described as a global private equity firm with a medical-device portfolio company. The Sanara Board was updated on both avenues and directed management to continue evaluating strategic alternatives. Discussions became more active in early 2026. MiMedx and Sanara management met in person on January 20. Sanara also held discussions with Party A. By February, the Sanara Board was actively evaluating both expressions of interest. MiMedxs board authorized management to make a non-binding acquisition proposal, while Sanara began bringing Truist Securities into the process and formally engaged Truist in March as financial adviser. Party A submitted an unsolicited proposal on March 22 at $28 to $30 per share. Shortly thereafter Party B, a global healthcare company, expressed acquisition interest. Rather than negotiate solely with those inbound parties, the Sanara Board elected to run a broader sale process. On March 26 it authorized Truist to contact 16 potential buyers across wound care, medical technology and healthcare. The auction developed into a meaningful market check. Nine parties ultimately expressed sufficient interest to receive additional information, and Sanara signed confidentiality agreements with eight of them in addition to MiMedx. By late April those parties had access to a Phase 1 data room. On May 14, Party A bid $30 per share and Party B bid $26.05. On May 15, MiMedx submitted a superior $32 all-cash offer. The board advanced MiMedx and Party A while telling Party B it would have to reach the mid-$30s. The board also focused specifically on financing certainty because MiMedx would need debt funding. Party B subsequently increased its offer to $33.16. Party C, a global medical technology company, entered with a structure worth up to $34, but $10 of that amount consisted of contingent value rights. During June, MiMedx, Party B and Party C continued diligence. Party C improved its structure to $33 cash plus a potential $4 CVR, but Sanara refused Party Cs request for exclusivity. On June 17, MiMedxs adviser Centerview delivered a highly confident Hayfin letter for $275 million of financing. The board moved the remaining bidders into a final-round process with July deadlines. Sanara circulated an auction-form merger agreement containing regulatory efforts covenants and a 2% target termination fee. Party C withdrew on June 30 due to concerns about integrating the parties commercial infrastructures. Party A remained interested but was behind the other bidders in diligence. By July, the field had narrowed materially. Party A indicated that validation of synergies might permit it to bid $33 to $34, but it said the process timetable was too compressed. Party B withdrew on July 7 following diligence. MiMedx continued extensive diligence and conducted a Sanara site visit and product demonstration. Sanara supplied Party A with additional synergy information on July 21, but Party A made no further communication afterward. On July 22, MiMedx submitted its final formal package at $34.50 per share, comprising $32.50 cash plus $2 of MDXG stock, together with a fully committed $300 million Hayfin debt package. Its merger-agreement markup proposed a 3% Sanara termination fee and a 5% MiMedx reverse termination fee. The Sanara Board used the final stage to improve both economics and closing protection. On Jul

>50% vote target; HSR expiry (filed Aug 12 2026, pulled and refiled Sept 15 2026, Oct 15 2026 received second request from FTC);

SSTI

SoundThinking, Inc.

Transom Capital Group

29-September-26

13-November-26

Tender Offer

Friendly

Tech

8.00000

0.00000

8.30000

114.00000

0.46252

0.18000

-2.49231

0.33000

0.04

0.07

0.45000

8.45000

8.27000

0.17000

0.31663

27

Tidal

Cooley

Kirkland

Definitive merger agreement; SoundThinking, Inc. is a leading public safety technology company; Transom Capital Group is an operationally focused middle-market private equity firm; The CVR will entitle shareholders to receive $0.50 per share if revenue for the Companys ShotSpotter and SafePointe products in 2027 (plus certain revenue attributable to 2027 but recognized in 2028) is equal to or greater than $73.5 million, plus an additional $0.05 per share for every $0.5 million of such revenue in excess of this amount through $75.5 million, and an additional $0.05 per share for every $0.25 million of fiscal year 2027 revenue in excess of $75.5 million through $87 million; The transaction has been unanimously approved by the SoundThinking Board and is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including the Companys shareholders validly tendering shares of SoundThinkings common stock representing at least a majority of the outstanding shares of SoundThinking common stock; In connection with the execution of the definitive transaction agreement, Transom has entered into tender and support agreements with each of Veradace Partners L.P. and Gary M. Lauder and affiliated entities, who beneficially own approximately 16% of SoundThinkings outstanding common stock and 17% of SoundThinkings outstanding common stock, respectively; Valuation: 7.5x EBITDA (2027E), 1.05x sales (2027E); Outside date March 28, 2027, subject to extension under certain circumstances; Concurrently with the execution of the Merger Agreement, Transom Capital Fund IV, L.P. (the Investor or Transom) delivered to Parent an equity commitment letter (the Equity Commitment Letter) pursuant to which the Investor has committed, on the terms and subject to the conditions set forth therein, to purchase or cause to be purchased equity or debt securities of Parent for an aggregate cash purchase price of up to $120,630,251.00 to fund a portion of the amounts payable by Parent in connection with the Transactions;

>50% tender;

SUPN

INDV

Supernus Pharmaceuticals, Inc.

Indivior Pharmaceuticals, Inc.

03-August-26

15-November-26

Merger

Friendly

Biotech

0.00000

1.54010

38.30000

2742.58960

0.18955

3.84714

-2.85595

0.04

0.57

-8.52515

42.06714

38.22000

3.95640

2.45480

29

Cantor / Wells

Jefferies / Piper / Citi

Saul / Morgan

Goodwin

Definitive agreement; Supernus is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases; Merger of equals; Combines highly complementary businesses, with a diversified portfolio of CNS medicines totaling approximately $2.2 billion in combined annual revenues; Enhanced financial position and free cash flow generation enabling greater financial flexibility to pursue internal and external growth opportunities; Combined company expected to benefit from immediate scale and $125 million of expected annual cost synergies; Diversified and scaled portfolio of medicines that treat CNS diseases: The combined company will have a commercial portfolio of 11 differentiated medicines across psychiatry, neurology and addiction, with key growth products currently expected to continue growing well into the 2030s; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Supernus Pharmaceuticals stockholders will receive 1.5401 common shares of Indivior Pharmaceuticals for each share of Supernus Pharmaceuticals they own. Indivior Pharmaceuticals stockholders will receive a one-time special cash dividend of $1.0 billion in aggregate immediately prior to closing of the merger; To finance the dividend to Indivior Pharmaceuticals stockholders, the companies have secured a debt commitment of $650 million through a term loan facility provided by Citibank N.A. with the remaining portion to be funded by existing cash on hand of the combined company; Upon the close of the transaction, Indivior Pharmaceuticals stockholders will own approximately 56.5% of the combined company, and Supernus Pharmaceuticals stockholders will own approximately 43.5% of the combined company; The transaction is expected to close in the fourth quarter of 2026, subject to approval by stockholders of both companies, regulatory approvals and customary closing conditions.; Valuation: 12.2x EPS (2027E), 12.3x EBIT (2027E), 2.68x sales (2027E); Outside date: Feb 3 2027, can be extended to Aug 3 2027; Signed CA Mar 30 2026; Background: Indivior and Supernus had monitored each other and considered strategic alternatives for several years, but discussions became more serious in early 2026. Indivior had established a transaction committee in June 2025 to evaluate potential strategic transactions, while Supernus increasingly viewed Indivior as an attractive partner following Indiviors management changes, U.S. redomiciliation, improved profitability and operational efficiencies. In March 2026, discussions between the companies and their advisors accelerated, leading to the execution of a mutual confidentiality agreement on March 30. During April and May, the companies conducted preliminary mutual due diligence and both boards authorized management to continue pursuing a potential transaction. By late May, discussions had focused on a merger of equals, with management teams meeting to review their respective businesses, potential synergies, transaction structures and governance. In June, the companies opened comprehensive data rooms, conducted detailed commercial, financial and legal due diligence and began negotiating specific economic terms. Indivior submitted an initial non-binding proposal on June 29 that contemplated an exchange ratio based on market prices, a potential $750 million special dividend to Indivior shareholders, majority Indivior representation on the combined board and Supernus CEO Jack Khattar leading the combined company. Supernus responded with proposals for a larger special dividend of up to $1 billion, at least 40% ownership for Supernus shareholders and equal board representation. After several rounds of negotiations, the parties agreed on July 8 to a framework using a 60 trading-day VWAP exchange ratio, a special dividend of up to $1 billion and equal board representation. Throughout July, the parties negotiated the merger agreement, financing arrangements, governance, employee matters, closing conditions and treatment of equity awards. A key point of negotiation was whether financing for the special dividend would be a condition to closing and how the transaction would proceed if the full financing were unavailable. Both boards also reviewed financial analyses and fairness opinions from their respective advisors. Supernus unanimously approved the transaction on July 29, while the Indivior Board unanimously approved it on July 31 after receiving fairness opinions from Jefferies and Piper Sandler. The parties executed the merger agreement on August 1, 2026, along with related voting and employment agreements. Supernus and Indivior publicly announced the transaction on August 3 and held a joint investor call;

>50% vote target; >50% vote acquiror; HSR expiry (filed Aug 20 2026, attained Sept 21 2026);

SYNA

ON

Synaptics Incorporated

onsemi

26-June-26

30-June-27

Merger

Friendly

Tech

123.00000

0.00000

117.82000

5700.00000

0.15874

5.44000

-11.41000

0.04

0.32

0.00000

123.00000

117.56000

5.43000

0.06650

256

Qatalyst

MS / JPMorgan

Baker

Skadden

Definitive agreement; Synaptics (Nasdaq: SYNA) is driving innovation in AI at the Edge, bringing AI closer to end users and transforming how we engage with intelligent connected devices, whether at home, at work, or on the move; Accelerates onsemis evolution, building on its strength in power and sensing to become a leading provider of intelligent systems expanding from AI data centers into Physical AI; Increases onsemis total addressable market by $30 billion to $243 billion by 2030; Positions onsemi at the intersection of Power, Sense, Connected Compute and Control the four pillars of Physical AI which enable machines to sense, decide, act and adapt in the physical world; Would combine complementary portfolios to drive significant customer value and deepen customer engagements; The transaction is expected to be accretive to non-GAAP EPS within 18 months of closing, with an expected $200 million in annual synergies; Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Synaptics stockholders will receive 1.350 shares of onsemi common stock for each share of Synaptics common stock held at the time of closing, implying pro forma ownership of approximately 12% for Synaptics stockholders on a fully diluted basis; The transaction is expected to close in mid-2027, subject to approval by Synaptics stockholders, the receipt of required regulatory approvals and other customary conditions; Outside date June 25, 2027, subject to certain extensions aggregating to up to 21 months from the date of the Merger Agreement; Signed clean team agreement June 6, 2026; Signed NDA April 13, 2026; Valuation: 30.5x EPS (2027E), 25.1x EBITDA (2027E), 14.6x Adj EBITDA after synergies (2027E), 5.4x sales (2027E); Oct 1 2026 ON revised bid from 1.35x shares to $123.00 cash per share due to unsolicited competing proposal; In connection with the Amended Merger Agreement, onsemi entered into a commitment letter, dated as of October 1, 2026, between onsemi and Morgan Stanley Senior Funding, Inc. (Morgan Stanley) (the Commitment Letter), pursuant to which Morgan Stanley has agreed to provide, subject to satisfaction of customary closing conditions, up to $2,450,000,000 of senior secured term loan for the purpose of funding a portion of the Merger Consideration, and paying fees, costs and expenses in connection with the Merger; Background: The formal sale process began after an unidentified strategic buyer, Party A, expressed interest in acquiring Synaptics. Following earlier business meetings in November 2025 and January 2026, Party As chief executive officer informed Synaptics CEO Rahul Patel on February 12, 2026 that Party A wanted to explore a potential acquisition. Patel discussed the approach with Synaptics board chairman Nelson Chan and other executives. Synaptics and Party A signed a mutual confidentiality agreement on February 21, 2026, which did not contain a standstill provision. On February 25, the Synaptics board authorized management to continue preliminary discussions with Party A and began evaluating the engagement of Qatalyst Partners as financial advisor. Synaptics and Party A held a management meeting on March 2 to review their businesses and potential strategic rationale. On March 13, Party A submitted a nonbinding offer of $95.00 per Synaptics share, consisting of 35% cash and 65% Party A stock. The offer represented a 29% premium to Synaptics closing price on that date. After reviewing preliminary financial analyses from Qatalyst, Synaptics management and directors concluded that the proposal materially undervalued the company. Patel communicated this assessment to Party A on March 17 and indicated that Party A would need to improve its valuation to justify continued engagement. Party A continued discussions with Synaptics regarding potential synergies and valuation. On April 1, Party A increased its offer to $102.50 per share, consisting of 45% cash and 55% stock. On April 4, Synaptics board reviewed Party As revised proposal and considered additional strategic alternatives. Qatalyst and management presented a list of potential strategic acquirers, including onsemi and five other unidentified companies, Parties B through F. The board considered each partys strategic fit, potential synergies, transaction capacity and potential regulatory risk. On April 6 and April 7, Qatalyst began contacting onsemi and Parties B through F. onsemi expressed interest and participated in a management meeting on April 17, attended by representatives of Morgan Stanley, onsemis financial advisor. Synaptics continued pressing Party A for a higher valuation. On April 20, Qatalyst communicated that Synaptics would consider a transaction at $120 per share with a higher cash component. On May 27, onsemi CEO Hassane El-Khoury delivered a formal nonbinding proposal to acquire Synaptics through an all-stock transaction at a fixed exchange ratio of 1.340 onsemi shares for each Synaptics share. Based on onsemis closing price that day, the proposal represented an implied value of approximately $167.35 per Synaptics share. onsemi indicated that its board was unwilling to provide a meaningful cash component. The proposal also contemplated governance arrangements reflecting Synaptics shareholders ownership of the combined company and included a request for a 28-day exclusivity period. On May 31, Synaptics countered at an exchange ratio of 1.450. onsemi responded on June 1 with an offer of 1.350 shares, which it characterized as its best proposal. The parties also discussed employee retention and corporate governance. On June 2, Synaptics agreed to enter into exclusive negotiations with onsemi. The exclusivity arrangement initially ran through June 18, subject to a possible seven-day extension. This allowed onsemi to complete due diligence and the parties to finalize the merger documentation. On September 2, Party A unexpectedly returned with an unsolicited competing propo

>50% vote target; HSR expiry (filed July 17 2026, attained Aug 12 2026); UK CMA; EC; China SAMR;

TCBK

FHB

TriCo Bancshares

First Hawaiian, Inc.

13-July-26

31-December-26

Merger

Friendly

Financial

0.00000

2.09500

51.92000

2014.23413

0.17678

0.10510

-7.68466

0.04

0.01

0.00000

51.85510

51.75000

0.41369

0.03951

75

Keefe

Evercore

Holland

Sullivan

Definitive agreement; Established in 1975, Tri Counties Bank is a wholly-owned subsidiary of TriCo Bancshares (NASDAQ: TCBK) headquartered in Chico, California, providing services in traditional stand-alone and in-store bank branches and loan production offices in communities throughout California. Tri Counties Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATMs, online and mobile banking access; The transaction creates the leading Pacific banking franchise, accelerating mainland growth while combining strong deposit platforms and delivering compelling shareholder value; On a combined basis, the company will have approximately $34 billion of assets and be the 6th largest bank headquartered in the Western U.S.; Upon closing of the transaction, First Hawaiian and TriCo shareholders are expected to own approximately 65% and 35%, respectively, of the combined company; The Boards of Directors of First Hawaiian and TriCo unanimously approved the definitive agreement and the parties expect to close the transaction by the end of 2026, subject to the receipt of required regulatory approvals, approval by First Hawaiian and TriCo shareholders and the satisfaction of customary closing conditions; Valuation: 14.4x EPS (2027E), 10.7x Adj EPS after synergies (2027E), 1.98x TBV; Signed CA March 20, 2026; Outside date July 12, 2027 (automatically extended for an additional three months to October 12, 2027); Background: First Hawaiian had periodically evaluated strategic acquisitions, and Evercore presented potential acquisition and business-combination partners to its board in July 2025, including TriCo. TriCo was simultaneously reviewing its strategic alternatives. During 2025, TriCo CEO Richard Smith had discussions with executives of several financial institutions, identified in the filing as Companies A, B and C, as well as First Hawaiian CEO Robert Harrison. Smith and Harrison first met at an investor conference in February 2025 and met again in San Francisco in June. The first substantive discussion of a possible First Hawaiian-TriCo transaction took place on September 22, 2025, when Harrison visited TriCo in Chico and met TriCos senior management. No valuation or exchange ratio was discussed at that point. TriCo was pursuing multiple strategic alternatives rather than negotiating exclusively with First Hawaiian. Company C had been in discussions with TriCo since spring 2025 and signed an NDA with TriCo on May 13, 2025. At an October 7 strategic planning meeting, the TriCo board directed management and KBW to explore potential transactions with First Hawaiian and Companies A, B and C. Discussions with Company A later ended because the parties concluded their cultures were incompatible. Company C remained an alternative involving a potential acquisition by TriCo. Company B also held discussions with TriCo management. First Hawaiians interest became more concrete in December. On December 12, 2025, First Hawaiian submitted its first non-binding term sheet. It proposed an all-stock acquisition at an exchange ratio of 1.960 FHB shares per TCBK share. That represented an approximately 14.6% premium to TriCos 90-day VWAP and would have left former TriCo shareholders with approximately 34% of the combined company. First Hawaiian also proposed meaningful TriCo board representation, management roles, continued use of the Tri Counties Bank brand, no anticipated branch closures and continuation of TriCos community commitments. The TriCo board identified the exchange ratio and TriCos board representation as the two major issues requiring improvement. In January 2026, the TriCo board received presentations from both Company B and First Hawaiian and continued to evaluate First Hawaiian, Company B and Company C. TriCo and First Hawaiian continued intermittent discussions through March. On March 20, 2026, they signed their confidentiality agreement, allowing more detailed discussions. TriCo also signed an NDA with Company B later that month. Company C exited the process on March 26 after deciding that remaining independent was in its own best interest. By that point, First Hawaiian and Company B had emerged as the two actionable counterparties for a sale of TriCo. Company B submitted a written indication of interest on April 1. Its proposal was an all-stock acquisition representing only a 5.5% implied premium based on February 12 prices, with opportunities for Smith to join the combined board and for TriCo executives to receive leadership positions. First Hawaiian responded on April 6 with an improved 2.054 exchange ratio, representing a 7.5% premium based on that days prices, and offered three TriCo directors seats on both the First Hawaiian and First Hawaiian Bank boards. First Hawaiian also sought a mutual exclusivity period. The TriCo board evaluated the competing proposals on April 16 and April 17 and instructed its advisors to seek improved economics from both bidders. On May 1, First Hawaiian increased its exchange ratio again to 2.095, representing a 13.7% premium based on April 30 closing prices. On May 4, Harrison told Smith that TriCo was First Hawaiians preferred partner and that First Hawaiian would not increase the economics further. By May 5, TriCo understood that Company B was unlikely to materially improve its proposal and was unwilling to agree to mutual exclusivity. The TriCo board determined that First Hawaiian offered the more compelling combination of value and execution certainty. TriCo nevertheless negotiated governance improvements before granting exclusivity. It sought four TriCo representatives on the combined companys and combined banks boards. On May 7, TriCo and First Hawaiian entered into a 60-day mutual exclusivity agreement through July 6. The parties then conducted reciprocal diligence. Sullivan & Cromwell circulated the first merger agreement draft on May 23. During Ju

>50% vote target; >50% vote acquiror; Fed (filed Aug 10 2026); FDIC (filed Aug 9 2026); Hawaii Department of Commerce and Consumer Affairs, Division of Financial Institutions (filed Aug 10 2026); California Department of Financial Protection and Innovation (filed Aug 10 2026);

TECH

MRK

Bio-Techne Corporation

Merck KGaA

25-June-26

31-December-26

Merger

Friendly

Healthcare

73.00000

0.00000

72.51000

11300.00000

0.23981

0.58000

-13.55547

0.02

0.04

0.00000

73.08000

72.50000

0.57000

0.03885

75

GS

Guggenheim / JPMorgan

Sidley

Sullivan

Definitive agreement; Bio-Techne Corporation is a Minneapolis-based global provider of life science tools, analytical technologies, and consumables; Purchase price of US$73 per share in cash represents an enterprise value of US$11.3 billion (EUR 9.9 billion); Proposed acquisition expected to be immediately accretive to sales growth and EBITDA pre margin post-closing, and EPS pre accretive by year 3 after closing; U.S.-based Bio-Techne to bring portfolio with industry-leading multi-omics offering, analytical technologies and integrated workflow solutions across the scientific journey; Would deliver on growth agenda of Merck KGaA, Darmstadt, Germany, by expanding presence in high-growth, next-generation life sciences markets and further strengthening the position as a leader along the full life science value chain; Would add complementary strengths across research, bioprocessing and advanced therapeutics, bolstering the offering of Merck KGaA, Darmstadt, Germany, in next-generation biology; Synergistic platform would broaden offerings, accelerate innovation pipeline of Merck KGaA, Darmstadt, Germany, and increase Bio-Technes geographic and omnichannel access for customers; Merck KGaA, Darmstadt, Germany, expects annual cost synergies of approximately EUR 140 million, which are anticipated to be fully realized by year 3 after closing; The transaction would bring together two highly complementary and leading life sciences organizations, uniquely positioned to support customers across the full spectrum of life science workflows from discovery and translational research through development, testing and commercial manufacturing; The proposed transaction has been approved by Bio-Technes Board of Directors and the relevant corporate bodies of Merck KGaA, Darmstadt, Germany, and is expected to close by late 2026 or early 2027, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Bio-Techne shareholders; The planned acquisition will be funded through a combination of existing cash on hand and proceeds from new debt. Merck KGaA, Darmstadt, Germany, will preserve a strong investment-grade credit rating; The proposed transaction is expected to be immediately accretive to EBITDA pre margin of both Life Science and the Group post-closing and EPS pre accretive by year 3 after closing. Cost synergies of approximately EUR 140 million are expected to be fully realized by year 3 after closing; Valuation: 35.5x EPS (2027E), 25.0x EBITDA (2027E), 7.4x sales (2027E); Signed CA June 2 2026, Signed clean team agreement June 8 2026; Outside date Mar 25 2027 (extends to Sept 25 2027); Background: Mercks interest in Bio-Techne dates back at least to 2023. During the second quarter of 2023, Merck verbally expressed interest in acquiring Bio-Techne at prices between approximately $92 and $95 per share, when Bio-Techne itself was trading at substantially higher levels than it was when the eventual deal was signed. Those discussions did not progress. Bio-Techne and Merck nevertheless remained in periodic contact through July 2025 regarding both a possible acquisition and potential strategic collaborations. Merck renewed its pursuit in July 2025. On July 22 it offered $65 per share in cash after Bio-Techne had fallen to $53.12. Management told Merck that the Board would view the proposal as opportunistic given the depressed share price and refused to engage at that level. Merck returned in September with a $69 proposal. The Audit Committee again declined to provide the specific price guidance Merck requested. At the time, the Board continued to have confidence in Bio-Technes standalone strategy and expected improvement in several business uncertainties. Discussions then went dormant until May 2026. Bio-Technes third-quarter fiscal 2026 results on May 6, 2026 disappointed the market, and its shares fell from $56.68 to $47.41 that day. By May 15 they had declined to $43.30. Merck returned with a $67 all-cash proposal on May 18, representing a 54.7% premium to the May 15 closing price. Merck indicated that it might make its approach public and its advisers raised the possibility of a proxy contest if Bio-Techne did not engage. The Board considered the proposal with Goldman Sachs and Sidley. It concluded that $67 was inadequate but authorized management to provide diligence access if Merck increased to $74. The Board decided against conducting a broad auction. Goldman Sachs advised that strategic acquirers were most likely to have the ability to top Mercks cash price and identified Party A and Party B as the only other previously interested companies thought to have sufficient acquisition capacity. The Board was also concerned that a wider market check could leak and disrupt the company. It therefore authorized outreach to Party A and Party B. Both initially expressed interest. Party A signed a confidentiality agreement on May 28. Merck ultimately entered into a confidentiality agreement without a standstill on June 3. Party B signed a similar agreement on June 4. Bio-Techne opened the data room to Merck, Party A and Party B on June 7. Party A withdrew one day later to focus on other strategic priorities. The process became more competitive in mid-June. Ananym Capital publicly called on Bio-Techne to conduct a strategic review on June 15. The resulting publicity caused Party C to approach Goldman Sachs. Party C entered a confidentiality agreement on June 18 but remained behind Merck and Party B in diligence. Party B submitted a $68 proposal on June 18 and sought exclusivity. Bio-Techne refused. The Board later told Party B that it could obtain exclusivity at $74 per share with a 2% termination fee and satisfactory regulatory terms. The Board simultaneously continued to pressure Merck, telling it that another bidder was active. On June 19, Goldman Sachs sent Merck and Party B a process letter and draft merger agreement seeking best-and-final bids and exec

>50% vote target; HSR expiry (filed July 16 2026, pulled and refiled Aug 19 2026, attained Sept 18 2026); UK CMA; EC; China SAMR; German FCO (filed July 23 2026, attained Aug 17 2026); Austra FCA (filed Aug 12 2026, attained Sept 9 2026); Competition Canada (filed Aug 26 2026); Ukraine (attained Oct 2 2026); Australia ACCC (attained Oct 7 2026);

TECK

NGLOY

Teck Resources Limited

Anglo American plc

09-September-25

31-December-26

Merger

Friendly

Mining

0.00000

2.66020

63.33000

16139.44434

0.01339

3.53277

0.79800

0.02

0.00

-2.09500

66.82277

63.29000

3.94294

0.34195

75

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 (attained); >50% vote acquiror (attained); HSR expiry; Competition Canada (filed Oct 24 2025, attained Nov 14 2025); Investment Canada (attained Dec 15 2025); Australia (attained as at Dec 15 2025); Chile; China SAMR; EC (filed Jan 6 2026, attained Jan 30 2026); Japan; Mexico; South Korea;

TXNM

TXNM Energy

Blackstone Infrastructure

19-May-25

15-February-27

Merger

Friendly

Utilities

61.25000

0.00000

58.59000

11500.00000

0.27951

3.57500

-9.99614

0.02

0.26

0.00000

62.12500

58.55000

3.56500

0.19518

121

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; Dec 15 2025 reached a settlement with PUCT; July 17 2026 extended outside date to Mar 31 2027, unwinding the voided 2025 stock transaction, closing H1 2027, In addition to extending the outside date to May 31, 2027, the waiver includes that TXNM agreed for the reverse termination fee for failure to obtain regulatory approval to be reduced from $350mn to $175mn; Sept 15 2026 announced enhanced $300 million customer and community benefits package for New Mexi

>50% vote target; HSR expiry; Public Utility Commission of Texas (filed Aug 25 2025, attained Feb 6 2026); New Mexico Public Regulation Commission (filed Aug 25 2025); FERC (filed Aug 25 2025, attained Feb 20 2026); NRC (filed Apr 24 2026, attained Aug 18 2026); FCC;

UNF

CTAS

UniFirst Corporation

Cintas Corporation

11-March-26

31-December-26

Merger

Friendly

Business Services

155.00000

0.77200

263.60001

5500.00000

0.76189

58.00816

-79.71544

0.66667

0.04

0.42

0.00000

318.48816

260.48001

59.01794

1.70173

75

GS / JPMorgan

MS

Paul

Davis

Definitive agreement; Headquartered in Wilmington, Mass., UniFirst Corporation is a North American leader in the supply and servicing of uniform and workwear programs, facility service products, as well as first aid and safety supplies and services; The transaction brings together two family-founded companies with longstanding commitments to customer service and operational excellence. The combined company will deliver innovative products and outstanding services to approximately 1.5 million business customers across North America. By integrating complementary processing capacity, route networks, service infrastructure, supply chains and technology investments, Cintas expects to create efficiencies and expand service capabilities. These enhancements will benefit customers and the American and Canadian workers they support through reliable, cost-effective garment, facility services and first aid and safety programs backed by continued innovation; Unlocks Additional Resources and Cost Synergies: Cintas expects to benefit from the addition of UniFirsts talented workforce while also realizing approximately $375 million of operating cost synergies, including material cost, production expense, service expense and selling, general and administrative expense, within four years; Delivers Compelling Financial Benefits. Expected to be accretive to Cintas earnings per share by the end of the second full year after closing. Net leverage ratio at close is expected to be 1.5x debt to EBITDA; The cash consideration will be funded with Cintas cash on hand, committed lines of credit and/or other available sources of financing, and is not subject to any contingencies. Cintas has secured fully committed bridge financing from Morgan Stanley Senior Funding, Inc., KeyBank National Association and Wells Fargo Bank N.A.; The transaction has been unanimously approved by the Cintas and UniFirst Boards of Directors. Entities affiliated with the Croatti family, which control approximately two thirds of the voting power of UniFirsts common stock and Class B common stock, voting together as a class, have entered into a voting support agreement under which they have agreed to vote their shares in favor of the transaction. The transaction is expected to close in the second half of calendar 2026, subject to customary closing conditions, approval by UniFirst shareholders and the receipt of certain regulatory approvals; Estimated Combined Market Share (US uniform rental): 4550% (Cintas at 35% and UniFirst at 12%); Outside date January 10, 2027, subject to an automatic extension for up to two periods of four months; Signed CA January 26, 2025; Valuation:38.4x EPS (2027E), 15.8x EBITDA (2027E), 7.6x Adj EBITDA after synergies (2027E), 2.13x sales (2027E); Background: Cintas first approached UniFirst on February 8, 2022, with a preliminary proposal to acquire UniFirst for $255.00 per share. UniFirsts board considered the offer with management and members of the Croatti family and decided not to pursue it because the board believed UniFirst could create greater value as a standalone company. There were no substantive discussions with Cintas at that time. In September 2024, UniFirst contacted Elis after market rumors suggested Elis might be interested in entering the U.S. market. The filing states that Elis delivered a non-binding all-cash proposal on September 27, 2026, at $230.00 per share, but that date appears inconsistent with the surrounding 2024 chronology. UniFirsts board decided not to pursue the Elis proposal and announced on October 4, 2024 that discussions with Elis had ended. Cintas returned on November 8, 2024 with a non-binding proposal at $275.00 per share. UniFirsts board reviewed the proposal over several meetings, received fiduciary duty advice from Paul Hastings, discussed regulatory and execution risks, and considered feedback from members of the Croatti family. Cintas reiterated the proposal on November 25 and December 3, 2024 and stated that there would be no financing condition. UniFirst rejected the offer on November 27, 2024, citing price, execution and business risks, family feedback, and UniFirsts standalone growth opportunities. In early 2025, the parties and their advisers focused heavily on antitrust risk. UniFirst sought meaningful regulatory protections, including an above-market reverse termination fee and a hell-or-high-water regulatory covenant. Cintas terminated discussions on March 24, 2025, citing UniFirsts position on the hell-or-high-water covenant, the requested reverse termination fee, and UniFirsts price expectations in the high $300s per share. The parties later held principal-level meetings in April and May 2025, but Cintas did not submit a revised proposal and UniFirst did not continue discussions at Cintas proposed value. On December 12, 2025, Cintas delivered a new private proposal at $275.00 cash per share. This proposal included a $350 million reverse termination fee if the merger were blocked on antitrust grounds and an obligation to litigate antitrust challenges if necessary. It also stated that Cintas would not be required to agree to antitrust remedies and proposed an outside date 10 months after signing with two four-month extensions if regulatory approvals remained outstanding. UniFirsts board decided to engage to determine whether an acceptable transaction could be reached and selected Goldman Sachs and J.P. Morgan as co-financial advisors. Negotiations in January 2026 centered on price, mix of consideration, regulatory risk, and closing certainty. UniFirst conveyed that a deal would need to be well into the $300s per share. Cintas maintained that $275.00 was a full price and later indicated that any additional value would need to be paid in Cintas stock rather than additional cash. UniFirst countered at $350.00 per share and indicated willingness to accept 60% cash and 40% Cintas stock. The parties discussed a potential compromise around $310.00 per share, with UniFir

>50% vote target; HSR expiry (filed Apr 8 2026, pulled and refiled May 12 2026, received second request from FTC on June 11 2026, Oct 6 2026 entered timing agreement with FTC not to close merger before Dec 11 2026); Competition Canada (filed Apr 24 2026, received Supplementary Information Request on July 2026);

UTZ

Utz Brands, Inc.

Intersnack Group GmbH & Co.

21-July-26

20-November-26

Merger

Friendly

Food

14.25000

0.00000

14.32000

2900.00000

0.91275

-0.06000

-6.86000

0.42000

0.02

0.00

0.00000

14.25000

14.31000

-0.07000

-0.05128

34

Citi / RBC

BofA

Sidley

Skadden

Definitive agreement; Utz Brands, Inc. is a leading U.S. manufacturer of branded salty snacks; Intersnack Group is a family-founded, privately-owned, multinational snack company. Starting as a German potato chip producer in 1968, Intersnack Group has grown to become a leading snack manufacturer in Europe and Oceania; Upon closing the transaction, Utz will become a private company with the Rice and Lissette Family Entities (the Rice and Lissette Family) and Intersnack Group each owning 50% of Utz; A special committee of Utz independent and disinterested directors (the Special Committee) was formed in response to interest expressed by Intersnack Group to acquire a significant portion of the Company through a going private transaction. The Special Committee and its independent financial and legal advisors evaluated the transaction and other potential alternatives that Utz could explore and determined that the transaction was the best alternative to deliver compelling, immediate and certain value to Class A common stockholders. Upon the unanimous recommendation of the Special Committee, which led the review and negotiation of the transaction, Utzs Board of Directors approved the transaction unanimously of all voting; The transaction will be financed by a combination of approximately $920 million cash from Intersnack Group, borrowings under a new $1.1 billion term loan facility, borrowings under a new $250 million ABL facility, rollover equity by the Rice and Lissette Family and a reinvestment by the Rice and Lissette Family of a portion of the proceeds from the $44 million settlement of the Companys tax receivable agreement in connection with the transaction; The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of regulatory and other conditions, including approval by the holders of a majority of the Companys outstanding common stock and the holders of a majority of the votes cast by disinterested stockholders of the Company; The Rice and Lissette Family, Dylan Lissette and certain of their affiliates have entered into an agreement pursuant to which they have committed to vote shares representing approximately 42% of Utzs common stock in favor of the transaction; BofA Securities is serving as exclusive financial advisor to Intersnack Group as well as providing committed debt financing to support the transaction; The central antitrust fact is that Intersnack states it does not currently have a presence in the U.S. snack market. The transaction therefore appears primarily geographic and complementary rather than a combination of two established U.S. competitors; Valuation: 17.0x EPS (2027E), 12.0x EBITDA (2027E), 1.91x sales (2027E); Outside date April 20, 2027; Signed CA April 28, 2026; Background: The process began in earnest in January 2026 after Intersnack expressed interest in a transformative transaction involving Utz. Following a January 23 board meeting, the directors established a special committee composed of disinterested directors and gave it broad authority to evaluate a transaction with Intersnack, reject a transaction, solicit alternatives, engage advisors, negotiate transaction documents and determine what process would best protect public stockholders. Craig Steeneck was appointed chair. The committee also imposed restrictions on managements communications with Intersnack and the Rice/Lissette family because the family might remain invested after the transaction. Intersnack initially wanted to discuss post-closing governance with Dylan Lissette before submitting a formal proposal. The special committee permitted those discussions only on a restricted basis and excluded discussions of valuation, price, confidential Utz information, the special committees process and potential alternatives. On February 9, Lissette and Timothy Brown met with Intersnack representatives in Tampa. The discussion focused on public information, Intersnacks business, possible post-closing governance and the existing tax receivable agreement. The meeting did not cover transaction price or valuation. At its February 11 meeting, the special committee considered whether to contact other potential acquirors. It decided not to launch outreach at that stage because it viewed the probability of another buyer pursuing Utz at the contemplated valuation as relatively low and was concerned about the damage that a leaked process could create. The committee nevertheless considered negotiating either a go-shop or a relatively permissive post-signing fiduciary-out structure. On April 21, Sidley sent Intersnacks counsel a draft confidentiality agreement. After negotiations, Utz and Intersnack signed the agreement on April 28. The NDA included a 12-month standstill, barred Intersnack from co-bidding with the family, restricted agreements with the family and prohibited discussions with family representatives about Utzs valuation or transaction price. Limited discussions concerning post-closing governance and the tax receivable agreement remained permissible subject to safeguards. Utz management then presented to Intersnack on April 29. A virtual data room had been opened by May 7 and management subsequently participated in diligence calls addressing Utzs business and financial projections. At the same time, Intersnack and the Continuing Stockholders negotiated the framework for their post-closing relationship. An April 28 draft governance term sheet contemplated 50/50 ownership of Company LLC, equal board representation, transfer restrictions and eventual liquidity rights. The negotiations ultimately led to the post-closing operating agreement under which the family retains 50% of Company LLC and Intersnack owns the other 50% indirectly. These family negotiations were a distinct workstream from the special committees negotiation of the cash price paid to unaffiliated Class A holders. The proxy indicates that Intersnack increased its proposed per-share consideration five times, f

>50% vote target; Majority of minority vote target; HSR expiry (filed Aug 10 2026); Ukraine;

VAL

RIG

Valaris Limited

Transocean Ltd.

09-February-26

30-November-26

Scheme

Friendly

Industrial

0.00000

15.23500

89.67000

5800.00000

0.31576

0.22415

-21.31058

9.00000

0.03

0.01

0.00000

89.73415

89.51000

0.47102

0.04450

44

GS

Evercore

Skadden / Conyers

Hogan

Definitive agreement; Valaris is an industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles and modern shallow-water jackups, Valaris has experience operating in nearly every major offshore basin; Creates the worlds highest-quality, highest-specification offshore drilling fleet; The shareholding percentages of the combined company, on a fully diluted basis, will be approximately 53% for Transocean and 47% for Valaris; Creates an industry leader with a diversified offshore fleet of 73 rigs, including 33 ultra-deepwater drillships, nine semisubmersibles and 31 modern jackups, to meet emerging growth opportunities; Unlocks more than $200 million in identified cost synergies, additive to Transoceans ongoing cost savings initiative; The transaction will be carried out by way of a court-approved scheme of arrangement under the Companies Act 1981, as amended, of Bermuda (the Bermuda Companies Act); The transaction was unanimously approved by the boards of directors of both companies and is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions, and approvals by the shareholders of each company. The parties received shareholder support agreements from Perestroika AS which owns approximately 9% of the shares outstanding of Transocean, and Famatown Finance Limited and Oak Hill Advisors, which collectively own approximately 18% of Valaris outstanding shares, committing to vote in favor of this transaction; Valuation: 11.6x EPS (2027E), 7.4x EBITDA (2027E), 5.9x Adj EBITDA after synergies (2027E), 2.33x sales (2027E); Outside date February 9, 2027; Background: Transocean and Valaris agreed to a business combination on February 9, 2026, after a multi-year strategic review and several rounds of discussions involving other offshore drilling industry counterparties. Both companies had periodically assessed consolidation opportunities in the offshore drilling sector, with Transocean focused on strategic scale, fleet quality, cost efficiencies and deleveraging, while Valaris considered whether a transaction could create more value than remaining independent. Initial Transocean and Valaris discussions began in 2023, but paused because of valuation gaps. During 2024 and 2025, Valaris also received or pursued proposals involving two other industry participants, while Transocean evaluated combinations with other offshore drilling companies. None of those alternatives advanced, largely because of valuation disagreements, lack of engagement or unattractive terms. The process accelerated in January 2026. Transoceans CEO met with Valaris CEO to discuss a potential combination, and Transocean submitted an all-stock proposal offering 14.870 Transocean shares for each Valaris share, implying $62.90 per Valaris share and a 16.5% premium based on January 16, 2026 prices. Valaris countered at 15.600 Transocean shares per Valaris share, while continuing to evaluate interest from other parties. Valaris Party A declined to pursue a transaction at Valaris requested premium, and Valaris Party B did not become a superior alternative. After due diligence and negotiations, Transocean made its best and final proposal at an exchange ratio of 15.235 Transocean shares for each Valaris share. This implied $82.12 per Valaris share based on February 6, 2026 prices, representing a 31.6% premium to Valaris closing price. Key negotiated terms included governance, regulatory obligations and whether either party could terminate the agreement for a superior proposal. The final agreement allowed board recommendation changes in certain circumstances but did not include a superior proposal termination right. Both boards approved the transaction after receiving financial advisor analyses. Evercore delivered a fairness opinion to Transocean, and Goldman Sachs delivered a fairness opinion to Valaris. Valaris board concluded the deal offered compelling value, better strategic and financial prospects than remaining standalone or pursuing other alternatives, and meaningful upside through ownership of about 47% of the combined company. The board also emphasized expected cost synergies of more than $200 million, a stronger combined fleet, greater scale, improved financial resilience and exposure to a potential offshore drilling upcycle. The Valaris board also considered risks, including the fixed exchange ratio, potential decline in Transoceans share price before closing, regulatory approval risk, integration challenges, limits on Valaris ability to solicit or accept competing proposals, possible failure to achieve synergies, employee retention issues and the lack of appraisal rights under Bermuda law. After weighing those risks against the expected benefits, the Valaris board unanimously approved the agreement and recommended that Valaris shareholders vote in favor of the transaction;

>50% vote target; >50% vote acquiror; HSR expiry (filed Mar 2 2026, pulled and refiled Apr 3 2026, May 4 2026 received second request from DOJ, attained Sept 30 2026); CFIUS (filed Apr 21 2026, attained June 29 2026); Australia ACCC (attained July 27 2026);

VECO

ACLS

Veeco Instruments Inc.

Axcelis Technologies, Inc.

01-October-25

31-December-26

Merger

Friendly

Tech

0.00000

0.35750

44.16000

2004.08862

0.14710

-4.14272

-9.20263

0.04

0.00

0.00000

39.45728

43.60000

-3.90286

-0.36643

75

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); Background: Axcelis and Veeco engaged in intermittent discussions beginning in 2021 around industry trends and potential collaboration, which evolved into formal merger discussions in 2024 following leadership changes and identification of strategic synergies. Both boards formed transaction or strategic planning committees to manage the process, with shared directors recusing themselves to address conflicts. From mid 2024 through mid 2025, the parties conducted extensive mutual due diligence, explored multiple transaction structures, and exchanged several non binding proposals. Early proposals involving mixed cash and stock or no premium were rejected, largely due to disagreements over valuation, exchange ratio, and post closing governance including board composition and CEO succession. Talks were paused in early 2025 due to these gaps, particularly around governance. Discussions resumed in mid 2025 as Veeco reconsidered strategic alternatives amid stock underperformance. Negotiations ultimately converged on an all stock merger of equals framework with detailed governance compromises. These included an agreed board composition, leadership roles, committee structure, and a fixed exchange ratio of 0.3575 Axcelis shares for each Veeco share, representing a meaningful premium. Following final due diligence, regulatory analysis, and fairness opinions from J.P. Morgan for Axcelis and UBS for Veeco, both boards unanimously approved the merger agreement on September 30 2025 excluding recused directors. The transaction was publicly announced on October 1 2025 after execution of definitive agreements;

>50% vote target; >50% vote acquiror; HSR expiry (filed Oct 29 2025, attained Nov 28 2025); EC; China SAMR (filed Nov 20 2025);

VREX

TDY

Varex Imaging Corporation

Teledyne Technologies Incorporated

10-August-26

31-January-27

Merger

Friendly

Industrial

18.90000

0.00000

18.44000

1100.00000

0.52297

0.47000

-6.02000

0.02700

0.02

0.07

0.00000

18.90000

18.43000

0.46000

0.08860

106

Evercore

Orrick

Latham / McGuireWoods

Definitive agreement; Varex Imaging Corporation is a leading innovator, designer, and manufacturer of X-ray imaging components, which include X-ray tubes, digital detectors, and other image processing solutions that are key components of X-ray imaging systems, as well as X-ray imaging systems for industrial applications. Headquartered in Salt Lake City, Utah, Varex employs approximately 2,400 people located in North America, Europe, and Asia.; For decades, Varex has pioneered the development of X-ray sources and digital X-ray detectors, and also provides high-voltage interconnects and imaging software to global OEM manufacturers. Varexs X-ray tubes, flat panel and photon counting detectors, and connect and control accessories are used in medical diagnostic imaging, non-destructive inspection, security and vehicle inspection systems, and analysis and measurement applications; The transaction was unanimously approved by the Boards of Directors of Teledyne and Varex; This transaction is anticipated to be completed in early 2027 and is subject to customary closing conditions, including regulatory approvals and Varexs stockholder approval; Valuation: 17.7x EPS (2027E), 8.8x EBITDA (2027E), 1.22x sales (2027E); Signed CA July 27, 2026; Outside date May 10, 2027 (can be extended to Aug 10, 2027); Regulatory covenant: Strong. Teledyne must use reasonable best efforts and is explicitly obligated to accept divestitures, restrictions and other remedies needed to obtain clearance. No clear materiality cap appears in the provision; Teledyne itself had accumulated Varex shares during negotiations. By July 2026 it disclosed privately to Varex that its position had increased above one million shares and later indicated ownership of approximately 2.7%; Background: Varex had periodically considered strategic alternatives for years before the Teledyne transaction. Beginning in 2018, CEO Sunny Sanyal held discussions with Company A regarding a possible combination. These discussions continued over approximately eight years and included reciprocal facility visits, discussions of synergies and reviews of long-term business plans. Varex repeatedly asked Company A during 2024 and 2025 to submit a formal proposal if it was seriously interested. Company A never did. The companies entered into multiple NDAs, with the most recent dated March 14, 2025 and containing a two-year standstill. Separately, in 2021 Varex conducted a private strategic review following an inbound inquiry concerning its detectors business. Varex contacted 34 potential strategic and financial buyers, but the process generated neither a binding whole-company offer nor another proposal the Board considered attractive. Sponsor A approached Varex in May 2024 regarding a take-private. It initially proposed a range of $17.50 to $18.50 per share. The Board declined to transact at that level but allowed Sponsor A to obtain additional information. Sponsor A ultimately could not improve its proposal. Sponsor A returned in April 2025 with a substantially lower $11.50-per-share offer, which the Board again rejected. In April 2026 Sponsor B submitted a non-binding indication of interest at $13.50 to $14.50 per share. Rather than immediately engage, the Board chose to complete its annual long-range planning process before determining whether Sponsor Bs proposal appropriately reflected Varexs standalone value. Evercore was formally engaged in May to advise the company regarding acquisition proposals and potential activism. Teledyne entered the process in late May 2026, initially expressing interest through Evercore. Varex informed Teledyne that the company was not actively running a sale but that the Board would consider a proposal. Teledyne subsequently made a $16.50-per-share cash proposal and began accumulating Varex shares in the public market. By July, Teledyne repeatedly emphasized that it preferred a negotiated confidential transaction but was approaching ownership-disclosure thresholds and reserved the ability to communicate directly with shareholders if negotiations did not progress. The Board approved Varexs updated long-range plan on July 13 and used it as the foundation for evaluating Teledynes offer and other alternatives. The Board decided that a targeted rather than broad market check was appropriate. It viewed Company A and Sponsor A as the logical counterparties because each already knew Varex well and could theoretically respond quickly. The Board considered a broader process to carry leak risk, competitive risk and potential disruption to the business. After Teledyne reaffirmed its $16.50 proposal on July 21, Varex responded on July 24 that the price materially undervalued the company and its standalone and strategic prospects. Varex nevertheless agreed to engage and offer due diligence access under an appropriate confidentiality arrangement. Varex then pushed Teledyne for a materially higher valuation. The Board authorized Evercore to tell Teledyne, if explicit guidance became necessary, that the Board would consider a transaction at $19.50 per share. Teledyne signaled that movement to the top end of the valuation range would require customary deal protections, including a termination fee and no-shop covenant. Meanwhile, Varex attempted to accelerate Company A and Sponsor A. Company A said it could not develop a proposal within Varexs expedited timetable. Sponsor A similarly said it would require several additional weeks to reassess Varex and ultimately declined to proceed. Sponsor B executed an NDA on August 3 and was given an opportunity to improve its earlier proposal. The legal negotiations then focused heavily on deal certainty. Varexs August 1 draft merger agreement proposed a 45-day go-shop, a reduced go-shop termination fee, an uncapped hell-or-high-water regulatory covenant and a reverse termination fee if regulatory approvals were not obtained by the extended outside date. Teledyne rejected the go-shop and reverse termination fe

>50% vote target; HSR expiry (filed Sept 116 2026); China SAMR; Austria; Germany FCO; Japan; Saudi Arabia; Ukraine; UK NSA;

VRNS

Varonis Systems, Inc.

Proofpoint, Inc. (Thoma Bravo)

15-October-26

22-February-27

Merger

Friendly

Tech

49.75000

0.00000

48.68000

6300.00000

0.52094

1.08000

-15.96000

0.00700

0.03

0.06

0.00000

49.75000

48.67000

1.07000

0.06397

128

GS

BofA / MS / JPMorgan / UBS / Mizuho

Paul

Kirkland

Definitive agreement; Varonis secures AI and the data that powers it. The Varonis platform gives organizations automated visibility and control over their critical data wherever it lives and helps ensure safe and trustworthy AI from code to runtime. Backed by 24x7x365 managed detection and response, Varonis gives thousands of organizations worldwide the confidence to adopt AI, reduce data exposure, and stop AI-powered threats; The combined company will serve more than 16,000 enterprises and millions of organizations globally, creating one of the worlds leading pure-play cybersecurity companies and establishing the industrys largest data and AI cybersecurity organization. Together, the combined company intends to deliver a unified platform that helps organizations adopt AI with confidence: finding and protecting sensitive data, controlling what people and AI can access, and stopping data loss. Following closing, Proofpoint intends to move quickly to integrate the companies capabilities, align go-to-market efforts, and accelerate delivery of the combined platform to customers; This announcement follows a comprehensive evaluation led by a committee of independent members of our Board of Directors, which included extensive outreach to a range of potential strategic and financial buyers; The transaction, which has been unanimously approved by the Varonis Board of Directors, is expected to close in the first half of 2027, subject to customary closing conditions, including approval by Varonis shareholders and receipt of regulatory approvals. Thoma Bravo is providing committed equity financing, and has secured debt financing commitments, to fund the purchase. Ontario Teachers Pension Plan has also agreed to make an investment into Proofpoint in connection with the transaction; Valuation: 7.2x sales (2027E); Outside date July 15, 2027 (subject to a three month extension to obtain required regulatory approvals); Funds managed by Thoma Bravo (collectively, the Equity Commitment Parties) have severally committed to aggregate equity contributions to Parent for the purpose of financing the Transactions on the terms and subject to the conditions set forth in the Equity Commitment Letter; Certain financial institutions have severally committed to provide Parent with debt financing for the purpose of financing the Transactions on the terms set forth in the Debt Commitment Letter; Signed CA April 28, 2026;

>50% vote target; HSR expiry;

WEAV

Weave Communications, Inc.

Francisco Partners

18-August-26

23-October-26

Merger

Friendly

Tech

7.40000

0.00000

7.40000

622.91199

0.33816

0.01000

-1.86000

0.14500

0.04

0.01

0.00000

7.40000

7.39000

0.00000

0.00000

6

Jefferies

Orrick

Kirkland

Definitive agreement; Weave is a leading vertical SaaS company delivering an AI-powered patient engagement and payments platform purpose-built for modern healthcare practices; Weave Communications, Inc. is a leading AI-powered patient engagement and payments platform purpose-built for healthcare practices; The Board unanimously determined that this transaction represents the best path forward for Weave and recommends that stockholders vote in favor of the transaction; The transaction, which was unanimously approved by the Weave Board of Directors, is anticipated to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Weave stockholders and the receipt of required regulatory approvals; As of the date of the Agreement, no executive officer has entered into any agreement with Francisco Partners to roll over equity, invest alongside the buyer, or acquire an equity interest in the surviving company; The central antitrust fact is that this is not a pure financial-buyer transaction: Francisco Partners already owns AdvancedMD, which overlaps with Weave in patient engagement, practice software, and payments; Weave historically has particularly strong exposure to dental, optometry, veterinary and specialty healthcare, whereas AdvancedMD is much more centered on physician/private medical practices. Weave reported nearly 40,000 subscription locations and more than 30,000 customers at year-end 2025; Valuation: 29.8x EPS (2027E), 23.5x EBITDA (2027E), 2.0x sales (2027E); Outside date February 18, 2027 (automatically extended until May 18, 2027); In connection with the execution of the Merger Agreement, on August 18, 2026, Parent and the Company entered into support agreements (collectively, the Support Agreements) with the directors of the Company, solely in their capacity as stockholders of the Company, and certain funds affiliated with the directors. These stockholders represent in the aggregate approximately 14.5% percent of the Companys outstanding voting power based on the number of Shares outstanding as of August 13, 2026; Signed CA June 3, 2026; Background: The process began well before Francisco Partners formal bid. During 2025, Weaves Board and management had been considering strategic alternatives amid significant share-price volatility and declining software valuation multiples. In November 2025, a financial sponsor designated Sponsor A made an unsolicited approach through investor relations. Sponsor A continued discussions into early 2026 and signed a confidentiality agreement on January 30, 2026. Other financial sponsors also had preliminary contacts with management during the period. The Board became more actively focused on a potential strategic review in the spring of 2026. On May 20, the Board met with management, Orrick and Jefferies and discussed whether to begin a targeted private sale process immediately or wait for market conditions to improve. The Board considered the depressed valuation environment for software companies, Weaves operating metrics, potential disruption from a sale process and the alternative of remaining an independent public company. It ultimately unanimously authorized a targeted private process. Following the May 20 meeting, Jefferies contacted 14 prospective strategic and financial acquirers, including Francisco Partners and Sponsors A through F, along with strategic parties. The Board selected potential participants based on expected interest and perceived ability to finance and complete a transaction. Several parties entered confidentiality agreements and began diligence. The field narrowed during the summer. Sponsor F submitted a $7.00-per-share all-cash indication on July 3. Francisco Partners then submitted a substantially higher $9.00-per-share preliminary indication on July 7. Francisco Partners proposal contemplated no financing condition, although FP planned to seek third-party debt financing. The apparent economics subsequently changed materially because of new Company operating information. On July 20, Weave disclosed preliminary second-quarter results to Francisco Partners and Sponsor F showing sales-execution problems that differed from information previously provided during diligence. Sponsor F subsequently told Jefferies on July 30 that it would need to lower its $7.00 proposal because of its diligence findings and difficult debt markets. The Board and Audit Committee were also evaluating Weaves sales-execution challenges, sales-force restructuring and reduced outlook for the balance of 2026. Francisco Partners and the Sponsor F Consortium nevertheless continued extensive diligence. On July 22 the Company distributed a bid-process letter and draft merger agreement to both parties. The Sponsor F Consortium conducted additional management diligence through late July. Francisco Partners likewise held numerous sessions concerning finance, accounting, go-to-market strategy, product, technology, payments, personnel and other areas. By August 10, Sponsor F had effectively ceased being price competitive. It told Jefferies that it would consider doing additional work only if Weave were willing to transact at a price close to then-current market value. The same day, following further diligence and interaction with FPs investment committee, Francisco Partners submitted a new bid of $7.35 per share, down from its earlier $9.00 indication. FP also offered to provide an equity commitment covering the full purchase price and other closing requirements. On August 11, the Board reviewed FPs $7.35 proposal. It considered seeking further alternatives but concluded that there were no comparably attractive proposals, Sponsor F was unlikely to produce a competitive offer, and extending the process risked losing FPs bid and creating additional business disruption. The Board nevertheless instructed Jefferies to seek a higher price and characterize the process as seeking "best and final" bids. On August 12, Jefferies requ

>50% vote target; HSR expiry (filed Aug 28 2026, attained Sept 21 2026);

WTRG

AWK

Essential Utilities, Inc.

American Water Works Company, Inc.

27-October-25

31-March-27

Merger

Friendly

Utilities

0.00000

0.30500

40.50000

19921.30664

0.04792

0.48020

-1.39118

0.02

0.26

0.00000

40.92020

40.44000

1.03240

0.05735

165

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; Background: American Water and Essential had a long history of periodic discussions as neighboring utilities, with prior talks remaining exploratory. In mid 2025, newly appointed American Water CEO John Griffith re-engaged Essential CEO Christopher Franklin, leading to renewed dialogue about a potential all-stock merger. By July and August 2025, both boards authorized management to pursue discussions, aligned on strategic rationale, governance concepts, leadership roles, and a premium for Essential shareholders, and entered into a confidentiality agreement. From late August through October 2025, the parties conducted extensive mutual due diligence, negotiated a detailed merger agreement, and refined key terms including board composition, executive roles, regulatory commitments, termination fees, and the exchange ratio. Financial advisors BofA Securities and Moelis provided analyses and fairness opinions to their respective boards. After multiple board meetings and revisions to transaction documents, both boards unanimously approved the merger agreement in late October 2025. The merger agreement was executed on October 26, 2025, and the transaction was publicly announced on October 27, 2025, followed by a joint investor call; June 22 2026 cleared Virginia State Corporation Commission, closing Q1 2027;

>50% vote target; >50% vote acquiror; HSR expiry (attained Aug 17 2026); Public utility commissions ( IL, KY (attained Apr 23 2026), NJ, NC, PA, TX, VA (attained June 22 2026), OH (attained May 13 2026));

ZIM

HLAGF

ZIM Integrated Shipping Services Ltd.

Hapag-Lloyd

17-February-26

31-December-26

Merger

Friendly

Industrial

35.00000

0.00000

29.41000

7914.70020

1.25806

5.68000

-13.82000

0.02

0.29

0.00000

35.00000

29.32000

5.67000

1.36408

75

Evercore / Barclays

Meitar / Skadden

Merger agreement; Founded in Israel in 1945, ZIM is a leading global container liner shipping company with established operations in more than 90 countries serving approximately 33,000 customers in over 300 ports worldwide; The combination of the two carriers further strengthens ZIMs global market position and secures Hapag-Lloyds status as the fifth-largest container shipping company worldwide; In connection with the transaction, Hapag-Lloyd has entered into a binding memorandum of understanding with FIMI, under which the Special State Share held by the State of Israel in ZIM is intended to be transferred to a newly created subsidiary of FIMI, subject to approval by the State of Israel. FIMI, headquartered in Tel Aviv, Israel, is the countrys largest and leading private equity fund with more than $11 billion in assets under management and one of the largest private employers in the country. FIMI will create a new container-network operator and liner-service provider, "New ZIM", with owned tonnage, incorporated in Israel. The new business, operating under the ZIM trademark, will be owned and run by FIMI, supported by a long-term strategic partnership with Hapag-Lloyd, which includes commercial support for the initial period to allow structured commencement of operations; The transaction has been unanimously approved by ZIM Board of Directors and is expected to close by late 2026, subject to approval by ZIM shareholders and upon satisfaction of customary closing conditions, including approvals by regulatory authorities and the State of Israel pursuant to the requirements of the Special State Share; Deal to be financed via available liquidity and supported by bridge financing; Annual synergies of USD 300-500m, mainly in network and procurement, are anticipated; Outside date February 17, 2027, subject to an extension to June 30, 2027; Signed CA August 28, 2025; Valuation: 6.9x EBITDA (2027E), 1.38x sales (2027E); Background: ZIMs board began evaluating strategic alternatives in 2025 after several years of strong post-IPO performance, including substantial dividends and a cash balance above $3 billion. It retained Evercore as financial advisor and Meitar, Skadden and Goldfarb as legal advisors to assess potential transactions, including a possible going-private deal and the implications of Israels Special State Share. The process began in earnest on July 1, 2025, when CEO Eli Glickman, together with Rami Ungar and other management participants, submitted a non-binding proposal to acquire ZIM for $20.00 per share in cash. The board reviewed the proposal with its advisors and concluded that it undervalued the company. After media reports surfaced in August, the board authorized Evercore to contact other potential acquirors in order to test the market. Evercore contacted a range of strategic and financial parties. Thirteen parties engaged in preliminary discussions, four signed confidentiality agreements and received diligence materials. Parent emerged as the leading bidder, submitting an initial proposal on September 30, 2025 at $32.00 per share in cash. The management group later raised its proposal to $21.50 per share, while another strategic party, Bidder A, proposed $29.10 per share and later increased its offer to $31.10 per share. Parent ultimately increased its proposal to $35.00 per share in cash on December 19, 2025, which was materially higher than the other available bids. A central issue throughout negotiations was how to address the Special State Share, which carried Israeli regulatory and security-related implications. Parent initially proposed a structure involving an Israeli partner that would assume certain obligations, but the board rejected that framework because it was limited to 10 years and did not provide sufficient deal certainty. Parent then proposed a revised structure involving FIMI, under which a new Israeli shipping company would own vessels and routes and assume the Special State Share obligations on a long-term basis. The board viewed this revised framework as materially stronger and directed its advisors to focus on finalizing a transaction with Parent. Negotiations continued through February 2026, focused on the Special State Share approval framework, employee and labor protections, interim operating covenants, termination rights and fees. Parent agreed to improve its employee-related undertakings, resolving the final key business issue. On February 15, 2026, Evercore and Barclays each delivered fairness opinions to the ZIM board. The board then determined that the merger was fair and in the best interests of ZIM and its shareholders, approved the merger agreement and recommended that shareholders approve the transaction. On February 16, 2026, ZIM entered into the merger agreement with Parent. Under the agreement, Norazia (Israel) Ltd., a newly formed wholly owned Israeli subsidiary of Parent, would merge with and into ZIM, with ZIM surviving as a wholly owned subsidiary of Parent. ZIM shareholders would receive $35.00 per share in cash, subject to applicable withholding taxes;

>50% vote target; HSR expiry; EC; State of Israel; Competition Canada (filed June 16 2026, attained July 27 2026); Austrlia ACCC (filed June 29 2026); Morocco (attained Sept 21 2026);