M&A Deal Sheet

ACLX

GILD

Arcellx

Gilead Sciences, Inc.

23-February-26

27-April-26

Tender Offer

Friendly

Biotech

115.00000

0.00000

115.00000

7800.00000

0.79379

0.76000

-50.46189

0.21800

0.03

0.01

0.75000

115.75000

114.99000

0.75000

0.40353

7

Centerview

BofA / MS

Wilson

Ropes

Definitive agreement; Arcellx is a biotechnology company focused on delivering a new class of innovative immunotherapies for patients with cancer and other incurable diseases; Kite, a Gilead company, and Arcellx have an existing collaboration to co-develop and co-commercialize Arcellxs lead pipeline candidate, anitocabtagene autoleucel (anito-cel), an investigational BCMA-directed CAR T-cell therapy for patients with multiple myeloma. In clinical studies to date, anito-cel has demonstrated deep and durable responses with a predictable and manageable safety profile, addressing key challenges associated with current CAR T-cell therapies in multiple myeloma; The transaction was approved by both the Gilead and Arcellx Boards of Directors and is anticipated to close during the second quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including the tender of a number of shares of Arcellx common stock that, together with shares already owned by Gilead, equals at least a majority of the then-outstanding Arcellx shares, the receipt of regulatory approvals and other customary offer conditions; Gilead currently owns approximately 11.5 percent of Arcellxs outstanding common stock; Under the terms of the merger agreement entered into in connection with the transaction, a wholly-owned subsidiary of Gilead will commence a tender offer to acquire all of the outstanding shares of Arcellxs common stock that Gilead does not already own for an offer price of (1) $115 per share in cash, which represents a 68 percent premium to Arcellxs 30-day volume-weighted average share price as of February 20, 2026, plus (2) one non-transferable contingent value right (CVR) that entitles the holder to receive an additional $5 per CVR upon the achievement of cumulative global net sales of anito-cel of at least $6.0 billion from launch through year-end 2029; Upon FDA approval of anito-cel, the proposed transaction is expected to be accretive to earnings per share in 2028 and thereafter; Each CVR will represent a non-tradable contractual contingent right to receive one contingent cash payment in an amount equal to $5.00 per CVR, in cash, without interest (except deemed interest for tax purposes, as applicable), payable if, after the closing of the Merger, the cumulative worldwide Sales (as defined in the CVR Agreement) of Arcellxs anitocabtagene autoleucel (anito-cel) product exceed $6,000,000,000 on or prior to December 31, 2029 (the Milestone Expiration Date); On February 22, 2026, in connection with the execution and delivery of the Merger Agreement, Parent entered into tender and support agreements (collectively, the Support Agreements) with each of the directors and executive officers of the Company and certain other members of the Companys management team, solely in their respective capacities as stockholders of the Company, entities affiliated with New Enterprise Associates, and entities affiliated with SR One Capital Fund I Aggregator, L.P., who collectively own or control an aggregate of approximately 10.3% of the outstanding Shares as of February 19, 2026; Outside date November 22, 2026; Background: The company and Parent had an existing relationship that began with a collaboration agreement signed in December 2022, alongside a stock purchase agreement and standstill agreement. The relationship was expanded in November 2023 through amendments to the collaboration agreement and related stock purchase and standstill arrangements. On February 13, 2026, Parents CEO Daniel ODay contacted the companys CEO Rami Elghandour and disclosed that Parent intended to submit a non binding proposal to acquire the company for $98 per share in cash, implying an equity value of about $6.5 billion. The proposal included a draft merger agreement and indicated Parent hoped to reach a definitive agreement before the proposal became public. Parent also emphasized urgency because it wanted to complete a transaction before the expected launch of anito-cel later in 2026.The companys board believed the valuation was too low and viewed the company as worth a double digit billion dollar valuation, roughly equivalent to about $150 per share. Discussions between the financial advisers BofA Securities and Centerview followed as the parties explored possible valuation structures and whether a contingent value right tied to future drug sales could help bridge the gap. On February 16, the company indicated it would consider a proposal with at least $8 billion in upfront consideration, around $118 per share, plus a contingent value right. Parent rejected that level but signaled willingness to increase its offer. Later that day Parent raised its proposal to $110 per share in cash plus a contingent value right worth up to $10 per share tied to sales milestones for anito-cel. The company still viewed the upfront price as insufficient. Negotiations continued on February 17. The company suggested a structure of $115 per share in cash plus a $10 contingent value right could be acceptable to its board. Parent responded with what it described as its best and final offer of $115 per share in cash plus a $5 contingent value right payable in 2030 if cumulative sales of anito-cel reached $6 billion by the end of 2029. Later that day the companys board agreed to accept this proposal. Following agreement on price, the parties negotiated the definitive transaction documents. A confidentiality agreement was signed and Parent was granted access to due diligence materials. Lawyers for both sides exchanged drafts of the merger agreement and negotiated key provisions including the definition of material adverse effect, regulatory approval obligations, the companys restrictions on soliciting other bids, termination fee provisions, interim operating covenants, and antitrust related obligations. The parties also negotiated the contingent value right agreement, focusing on Parents obligations to pursue the milestone and audit rights for th

>50% tender; HSR expiry (attained Mar 31 2026); Austria (filed Mar 16 2026, attained Apr 15 2026); Australia ACCC;

AES

The AES Corporation

GIP / EQT / CalPERS / QIA

02-March-26

15-February-27

Merger

Friendly

Utilities

15.00000

0.00000

14.50000

33400.00000

0.35501

1.21380

-2.90060

0.01

0.30

0.00000

15.70380

14.49000

1.20380

0.10161

301

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);

>50% vote target; HSR expiry; New York Public Service Commission; Public Utility Commission of Ohio (PUCO); California Public Utilities Commission; CFIUS; FERC; FCC;

AFBI

Affinity Bancshares, Inc.

Fidelity BancShares

31-March-26

30-September-26

Merger

Friendly

Financial

23.00000

0.00000

22.41000

142.80000

0.17347

0.61000

-2.79000

0.18

0.00000

23.00000

22.39000

0.60000

0.06101

163

Performance

RJ

Luse

Ward

Definitive merger agreement; Affinity Bancshares, Inc. is a Maryland corporation, based in Covington, Georgia, with approximately $882 million in assets. Its bank subsidiary, Affinity Bank, formally known as Newton Federal Bank, was founded in 1928 and is a leader in the business community specializing in developing industry specific solutions to support niche / select businesses, such as: commercial real estate, construction, dental and medical practices, and indirect auto lending; The boards of directors of both Fidelity and Affinity have unanimously approved the transaction, which is expected to close in the third quarter of 2026, subject to regulatory approvals, Affinity stockholder approval, and other customary closing conditions; In 2024, AFBI struck deal to sell to Atlanta Postal Credit Union for $22.50, but terminated due to regulatory; Valuation: 17.8x EPS (LTM), 1.10x BV, 1.29x TBV;

>50% vote target; Fed; FDIC;

AMWD

MBC

American Woodmark Corporation

MasterBrand, Inc.

06-August-25

30-June-26

Merger

Friendly

Industrial

0.00000

5.15000

44.98000

1310.63477

0.07418

3.04150

-0.23402

0.02

0.93

0.00000

47.43150

44.39000

3.26859

0.44087

71

Jefferies

Rothschild

McGuireWoods

Skadden

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

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

APLS

BIIB

Apellis Pharmaceuticals, Inc.

Biogen Inc.

31-March-26

13-May-26

Tender Offer

Friendly

Biotech

41.00000

0.00000

40.92000

5600.00000

1.39906

0.29000

-23.73663

0.14200

0.04

0.01

0.20000

41.20000

40.91000

0.28000

0.11432

23

Evercore

Lazard

Wachtell

Cravath

Definitive agreement; Acquisition will bring two differentiated commercialized immunology medicines to Biogen with EMPAVELI FDA-approved in three indications, including two rare kidney diseases, and SYFOVRE FDA-approved in geographic atrophy, an immune-mediated retinal disease; Bringing together Biogen and Apellis commercialization capabilities will maximize the potential of both EMPAVELI and SYFOVRE, while Apellis talent and expertise will accelerate Biogens entry into nephrology and augment launch readiness for felzartamab, currently in Phase 3; Acquisition is expected to bolster Biogens near-and long-term growth prospects, adding immediate revenue from two products with significant growth potential; 2025 net product revenue for EMPAVELI and SYFOVRE together was $689 million, expected to grow at a rate in the mid-to-high teens at least through 2028; Financially attractive transaction expected to be increasingly accretive to non-GAAP diluted earnings per share (EPS) starting in 2027 and expected to meaningfully increase Biogens non-GAAP EPS compounded annual growth rate (CAGR) through the end of the decade; Apellis stockholders will also receive a nontransferable CVR for each Apellis share held, entitling the holder to receive two payments of $2 per share each, contingent on certain annual global net sales thresholds being met for SYFOVRE; Upon closing of the transaction, expected in the second quarter of 2026, the addition of Apellis is expected to add commercial products to Biogen that together recorded $689 million in revenue in 2025, and which are expected to grow at a rate in the mid-to-high teens at least through 2028; Biogen expects to finance the acquisition with a combination of cash and borrowings and believes it can fully de-lever by the end of 2027, allowing it to maintain financial flexibility for future investments; Each CVR represents the right to receive a cash payment of $2 per share if SYFOVRE achieves $1.5 billion in annual global net sales in any calendar year between 2027 and 2030, a right to receive an additional cash payment of $2 per share if SYFOVRE achieves $2 billion in annual global net sales in any of these calendar years, and, if these thresholds are not met and no CVR payment is due for any of these years, but if SYFOVRE achieves $2 billion in annual global net sales in the 2031 calendar year, a cash payment of $4 per share; The transaction, which was approved by the boards of directors of both companies, is subject to successful completion of the tender offer, customary closing conditions, and the receipt of necessary regulatory approvals; Valuation: 5.4x sales (2027E); Outside date September 30, 2026; Signed CA November 1, 2024; Background: Biogen and Apellis first entered into a confidentiality agreement on November 1, 2024. The agreement included a 12-month standstill that would fall away if Apellis entered into a definitive change-of-control agreement, and it also allowed Biogen to make confidential acquisition proposals. Biogen later engaged Lazard in May and June 2025 as financial advisor for a potential Apellis acquisition. Biogens first formal approach came on June 3, 2025, when it proposed total consideration of up to $31.00 per share, consisting of $26.00 cash plus a $5.00 CVR tied to SYFOVRE reaching $1 billion of annual net sales. Apellis rejected that approach on June 9, 2025, deciding that continuing to execute its standalone strategic plan was in stockholders best interests. After FDA approval of EMPAVELI for C3G / IC-MPGN on July 28, 2025, Biogen resumed discussions and delivered a revised proposal on October 2, 2025 for up to $40.50 per share, made up of $37.50 cash plus a $3.00 CVR tied to SYFOVRE reaching $1 billion by 2028. Apellis again rejected the proposal on October 7, 2025 as undervaluing the company and its prospects. Biogen then raised its bid again on October 17, 2025 to $41.00 per share all cash. On October 22, 2025, Apellis responded that the proposal still undervalued the company, but indicated a willingness to provide more information to help Biogen better appreciate Apellis value. To facilitate that process, the parties amended the confidentiality agreement on October 24, 2025 to extend the standstill for another 12 months. Apellis management then met with Biogen on November 14, 2025, and Biogen followed with a richer but more contingent proposal on November 18, 2025 for up to $47.50 per share, made up of $37.50 cash plus three CVR milestones tied to future SYFOVRE sales. Apellis rejected that proposal on December 3, 2025 as still undervaluing the business. Biogen returned on February 27, 2026 with a new proposal at $41.00 per share all cash, emphasizing immediate liquidity and elimination of execution risk around SYFOVRE and EMPAVELI commercialization. On March 5, 2026, Evercore, advising Apellis, told Lazard that Apellis was prepared to engage further, but that the consideration remained insufficient. Apellis opened a virtual data room to Biogen on March 10, 2026 for confirmatory diligence, and counsel began negotiating the merger agreement on March 17, 2026. The initial draft contemplated a tender offer structure, all-cash consideration, and a hell-or-high-water antitrust efforts covenant. Negotiations in late March focused on three main issues: the regulatory efforts covenant, the presence or absence of an additional burdensome condition tender offer closing condition, and the size of the target termination fee. On March 23, 2026, Biogens revised draft reduced the regulatory efforts commitment, added the burdensome-condition closing concept, tightened certain representation bring-downs, and proposed a 4.0% termination fee. Apellis pushed back. By March 27 and March 28, the drafts reflected a heightened regulatory efforts commitment, removal and then reintroduction of the burdensome-condition concept, and continued debate over the fee level. By March 29, Apellis had accepted a 3.5% termination fee and removed the additi

>50% tender; HSR expiry (filed Apr 10 2026);

ASRT

Assertio Holdings, Inc.

Garda Therapeutics

09-April-26

25-May-26

Tender Offer

Friendly

Biotech

18.00000

0.00000

18.03000

125.10000

0.34630

-0.01000

-4.64257

0.01

0.00

0.01000

18.01000

18.02000

-0.02000

-0.01151

35

Moelis

Gibson

Definitive agreement; Assertio is a pharmaceutical company with comprehensive commercial capabilities offering differentiated products designed to address patients needs. Our focus is on supporting patients by marketing products primarily in the oncology market; The Garda Transaction has been unanimously approved by the Boards of Directors of both companies; We evaluated multiple strategic pathways including a potential sale of the Company, merger opportunities, monetization of Rolvedon, and continuing as a standalone entity. The Company and its advisors engaged more than 35 counterparties, including both strategic and financial buyers. Following this thorough process and with the addition under the agreement for an incremental shop period to ensure maximum value the Board has determined that these transactions with Cosette and Garda provide the best outcome for our shareholders; In connection with the Garda Agreement, Assertio divested the assets, properties, rights, title and interest in and to the Indocin products, Sympazan, Sprix, Cambia, Zipsor, and the recently decommercialized Otrexup to Cosette for an up-front payment of $35 million plus earnouts related to certain product milestones, all of which are included in the total consideration of the Garda Transaction. Other than the Sprix-related milestones, which would be passed through to the Assertio shareholders through the CVR, the economics of the Cosette transaction will not further impact the $125.1 million purchase price; The Garda Agreement includes a 20-day window-shop period. Under the terms of the window-shop provision, Assertio is free to engage with other parties who may provide superior value to our shareholders. In the event the Board terminates the Garda Agreement in favor of a superior bid during the window-shop period, a reduced breakup fee would apply; The closing of the Garda Transaction is expected to occur in the second quarter of 2026 and is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Assertios common stock. The Company does not expect any regulatory approvals to be required for closing; Outside date June 21, 2026; The CVR Agreement provides for three potential payment events: (i) a Delivery Milestone Payment, payable upon receipt by the Surviving Corporation of cash payments from Cosette following the quality approval and delivery of a new batch of the SPRIX product on or prior to May 31, 2026 (ii) a 2026 Milestone Payment, payable based on gross profit share payments received from Cosette for the period from April 8, 2026 through December 31, 2026 and (iii) a 2027 Milestone Payment, payable based on gross profit share and net sales milestone payments received from Cosette for the period from January 1, 2027 through December 31, 2028; Concurrently with the execution of the Merger Agreement, Joseph M. Limber and Brett K.E. Lund (collectively, the Equity Investors) delivered to the Company a duly executed equity commitment letter with Parent (the Equity Commitment Letter), dated as of the date of the Merger Agreement, pursuant to which the Equity Investors irrevocably committed to purchase shares of Series B preferred stock of Parent for an aggregate investment amount of $17,000,000 (the Equity Financing), to be funded to Parent prior to the Acceptance Time; Concurrently with the execution of the Merger Agreement, Colbeck Capital Management, LLC (Colbeck) delivered to Parent a duly executed debt commitment letter (the Debt Commitment Letter and, together with the Equity Commitment Letter, the Commitment Letters), dated as of the date of the Merger Agreement, pursuant to which Colbeck committed to provide (i) a senior secured term loan facility in an aggregate principal amount of $62,000,000 and (ii) a senior secured delayed draw term loan facility in an aggregate principal amount of $25,000,000 ; Signed CA February 14, 2025;

>50% tender; Closing Net Cash of at least $115,000,000;

AVNS

Avanos Medical, Inc.

American Industrial Partners

14-April-26

01-August-26

Merger

Friendly

Healthcare

25.00000

0.00000

24.65000

1272.00000

0.72058

0.36000

-10.11000

0.03

0.03

0.00000

25.00000

24.64000

0.35000

0.05125

103

JPMorgan / UBS

Alston

Sidley / AIP

Definitive agreement; Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to what matters. Headquartered in Alpharetta, Georgia, we are committed to addressing some of todays most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market our recognized brands globally and hold leading market positions in multiple categories across our portfolio; American Industrial Partners is an operationally oriented industrials investor with approximately $17.5 billion in assets under management; The acquisition was unanimously approved by Avanos Board of Directors and is expected to close in the second half of 2026, subject to customary conditions, including approval by Avanos stockholders and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as the receipt of other regulatory approvals. The transaction is not subject to a financing condition; Outside date January 13, 2027; In connection with the execution of the Merger Agreement, Parent has entered into an Equity Commitment Letter (as defined in the Merger Agreement) with American Industrial Partners Capital Fund VIII, L.P. (the Equity Investor), pursuant to which the Equity Investor has committed to provide Parent with equity financing for the transactions contemplated by the Merger Agreement (the Financing); Signed CA March 13, 2026; Valuation: 20x EPS (2027E), 11.6x EBITDA (2027E), 1.72x sales (2027E);

>50% vote target; HSR expiry;

AXTA

AKZA

Axalta Coating Systems Ltd.

Akzo Nobel N.V.

18-November-25

31-March-27

Merger

Friendly

Industrial

0.00000

0.65390

30.11000

9562.19727

0.11781

10.27798

0.03

0.00

0.00000

40.36798

30.09000

11.35329

0.40311

345

Evercore / JPMorgan

MS / Lazard

Cravath / NautaDutilh

De Brauw / Davis / Wakkie

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

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

BHF

Brighthouse Financial, Inc.

Aquarian Capital LLC

06-November-25

30-September-26

Merger

Friendly

Insurance

70.00000

0.00000

61.71000

4100.00000

0.35135

8.41000

-9.79000

0.04

0.46

0.00000

70.00000

61.59000

8.40000

0.33149

163

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;

BLD

QXO

TopBuild Corp.

QXO, Inc.

19-April-26

17-August-26

Merger

Friendly

Industrial

227.25000

11.11000

466.54999

17000.00000

0.23078

7.00210

-81.66751

0.04

0.08

0.00000

472.89209

465.89001

8.41580

0.05645

119

GS / RBC

MS / Barclays / Wells

Jones

Paul

Definitive agreement; TopBuild Corp., headquartered in Daytona Beach, Florida, is the largest distributor and installer of insulation and related building products in North America. The company provides installation and distribution services across residential, commercial, and industrial end markets, including insulation used in walls, attics, floors, and roofing assemblies, complementary products such as gutters, fireproofing, and mechanical insulation, and specialized roofing systems for large-scale buildings such as airports, stadiums, and warehouses; The transaction is expected to be immediately and substantially accretive to the companys earnings; TopBuild is the largest distributor and installer of insulation and related building products in North America; The combination will bring together QXOs leading positions in roofing, waterproofing, lumber-related building materials, and associated products with TopBuilds insulation capabilities, creating a higher-margin business with expansive value-added offerings for customers; The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including approval by the shareholders of TopBuild and QXO. The acquisition is expected to close in the third quarter of 2026; TopBuild stockholders will have the right to elect to receive $505 in cash or 20.2 shares of QXO common stock for each TopBuild share held, subject to proration, on the condition that the total transaction consideration is paid as approximately 45% in cash and 55% in shares of QXO common stock. The maximum cash proceeds will be capped in aggregate at 45% of the transaction consideration. QXO may increase the maximum amount of stock consideration in the transaction if TopBuild stockholders elect to receive more than 55% of the consideration in shares of QXO common stock; QXO expects to realize approximately $300 million of synergies from the integration of TopBuild by 2030, including revenue synergies from cross-selling an expanded range of integrated solutions, as well as cost synergies from scaled procurement, network optimization, logistics efficiencies, inventory management improvements, and world-class technology; Estimated market shares (insulation distribution): BLD: 25%, QXO: 10%; Valuation 24.1x EPS (2027E), 14.7x EBITDA (2027E), 11.7x Adj EBITDA after synergies (2027E), 2.69x sales (2027E); Outside date January 17, 2027; In connection with the execution of the Merger Agreement, on April 18, 2026, TopBuild entered into a voting agreement (the Voting Agreement) with Jacobs Private Equity II, LLC (the Supporting Stockholder), under which the Supporting Stockholder agreed, among other things, to vote, or cause to be voted, all of the QXO Shares and Convertible Perpetual Preferred Stock, par value $0.001 per share, of QXO beneficially owned by such Supporting Stockholder in favor of the QXO Share Issuance and any other matter or action necessary for the consummation of the transactions contemplated under the Merger Agreement; Signed CA February 9, 2026;

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

CCO

Clear Channel Outdoor Holdings, Inc.

Mubadala Capital / TWG Global

09-February-26

15-August-26

Merger

Friendly

Media

2.43000

0.00000

2.39000

6200.00000

0.71127

0.05000

-0.96000

0.48000

0.01

0.05

0.00000

2.43000

2.38000

0.04000

0.05337

117

MS / Moelis

Guggenheim / JPMorgan

Kirkland

Freshfields

Definitive agreement; Clear Channel Outdoor Holdings, Inc. is a leader in U.S. out-of-home (OOH) advertising; Mubadala Capital is a global alternative asset management platform that manages, advises and administers for clients and limited partners over $430 billion in assets through its asset managers and strategic partnerships; Led by Mark Walter and Thomas Tull, TWG Global has interests across financial services, insurance, AI and technology, sports / media / entertainment and energy. With an enterprise value over $40 billion, the portfolio of TWG Global and its principals includes Guggenheim Investments, Guggenheim Securities, Group 1001 Insurance, and prominent sports franchises such as the LA Dodgers, LA Lakers and Chelsea FC; Wade Davis, a media and technology veteran who partnered with Mubadala Capital and TWG on the transaction, is expected to join Clear Channel as Executive Chairman, bringing deep industry experience to support the companys next chapter of transformation; The agreement was unanimously approved by Clear Channels Board of Directors. The transaction is expected to close by the end of the third quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals and approval by Clear Channels common shareholders; Equity financing will be provided by Mubadala Capital in partnership with TWG. Apollo-managed funds (NYSE: APO) (the "Apollo Funds") have committed to invest preferred equity in the transaction. Debt financing has been committed by a group led by JPMorgan Chase Bank, N.A. and Apollo Funds; Under the terms of the definitive agreement, Clear Channel will have a 45 day "go-shop" period during which it is permitted to actively solicit, evaluate, and consider alternative acquisition proposals from third parties. The go-shop period will expire at 11:59 PM ET on March 26, 2026; Certain holders of approximately 48% of Clear Channels outstanding shares of common stock as of September 30, 2025 have entered into voting agreements to support the transaction; Valuation: 11.x EBITDA (2027E), 3.6x sales (2027E); Inside date March 26, 2026; Outside date November 9, 2026, subject to extension to February 9, 2027; In connection with the execution of the Merger Agreement, on February 9, 2026, Parent entered into support agreements (the Support Agreements) with: (i) certain investment funds affiliated with Legion Partners, L.P., (ii) certain investment funds affiliated with Ares Management LLC, (iii) certain funds affiliated with Pacific Investment Management Company LLC and (iv) Arturo Moreno, in each case, pursuant to which the Company has certain third-party beneficiary rights. Under the Support Agreements, the stockholders party thereto have agreed to, among other things, vote or execute consents with respect to all of their shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any Acquisition Proposal; Certain investment vehicles affiliated with, or advised by, the Consortium have committed, pursuant to the equity commitment letters, dated February 9, 2026 (the Equity Commitment Letters), to capitalize Parent, at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of up to $3.3 billion, on the terms and subject to the conditions set forth in the applicable Equity Commitment Letter; Certain lenders party to the Debt Commitment Letter (as defined below) (the Lenders) have committed to provide debt financing (the Debt Financing) in connection with the Merger consisting of a 364-day senior secured bridge facility in an aggregate principal amount of up to $3.369 billion, on the terms and subject to the conditions set forth in a commitment letter, dated February 9, 2026 (the Debt Commitment Letter); Mar 27 2026 go shop expired; Background: Following its 2019 separation from iHeartMedia, Inc., the Company operated as a standalone public entity but faced constraints from a highly leveraged balance sheet. In 2021, the board initiated a strategic review aimed at maximizing value, improving cash flow and reducing leverage, including divesting international assets to refocus on U.S. operations. By early 2025, most international markets had been sold, with the final Spanish divestiture announced in September 2025. In 2025, the Company expanded its review to include broader strategic alternatives such as capital raises, joint ventures, barter transactions, structural separations and a potential sale. Outreach to numerous counterparties generated limited actionable interest, with no party initially pursuing a full acquisition. The board concluded that scale was needed to improve performance but faced structural and leverage constraints that limited available options. In August 2025, an investor consortium led by Mubadala Capital expressed interest in acquiring the Company. After initial discussions and due diligence, the consortium submitted a non-binding offer in October 2025 at $2.00 to $2.40 per share, which the board rejected as too low while continuing engagement and providing additional information to encourage a higher bid. Competing interest remained limited despite some inbound inquiries following media reports of a potential transaction. In December 2025, the consortium increased its offer to $2.35 per share, then to a best and final $2.43 per share. After evaluating alternatives, negotiating terms and considering execution risks of remaining independent, the board agreed to proceed at $2.43 per share, subject to protections including a go-shop period and termination fee structure. The parties entered exclusivity, completed confirmatory due diligence and negotiated definitive agreements through early 2026. On February 9, 2026, the board approved and signed the merger agreement, determining the transaction to be fair to shareholders from a financial perspective, with support agreements secured from major shareholders represen

>50% vote target; HSR expiry (filed Mar 10 2026, clear Apr 9 2026); CFIUS (filed Mar 10 2026);

CNTA

LLY

Centessa Pharmaceuticals plc

Eli Lilly and Company

31-March-26

22-July-26

Scheme

Friendly

Biotech

38.00000

0.00000

39.47000

6300.00000

0.37781

-0.11000

-10.90018

0.24100

0.00

1.35000

39.35000

39.46000

-0.12000

-0.01188

93

Centerview / Jefferies

MS

Goodwin

Kirkland

Definitive agreement; Centessa Pharmaceuticals plc is a clinical-stage company developing a new class of medicines for the treatment of excessive daytime sleepiness and other neurological conditions; Centessas OX2R agonist pipeline includes a potential best-in-class therapeutic with significant promise to meaningfully improve outcomes across a range of sleep-wake disorders; Acquisition expands Lillys neuroscience portfolio and capabilities into sleep medicine; CVR holders would become entitled to receive contingent payments as follows: (i) $2.00 per CVR in cash, upon U.S. FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of narcolepsy type 2 prior to the fifth anniversary of transaction closing, (ii) $5.00 per CVR in cash, upon U.S. FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of idiopathic hypersomnia prior to the fifth anniversary of transaction closing, and (iii) $2.00 per CVR in cash, upon the first U.S. FDA approval of cleminorexton (formerly ORX750) or ORX142 for the treatment of any indication prior to January 1, 2030; The transaction, which will be effectuated by way of a scheme of arrangement under the laws of England and Wales, is expected to close in the third quarter, subject to approval by Centessa shareholders, sanction by the High Court of Justice of England and Wales and satisfaction of other customary closing conditions, including regulatory approvals; To demonstrate their commitment to the transaction, entities affiliated with Medicxi Ventures, entities affiliated with Index Ventures, and affiliates of General Atlantic have signed voting and support agreements whereby they agree to vote to approve the transaction. The shares subject to the agreements represent a total of approximately 24.1% of Centessas outstanding ordinary shares (represented by ADSs); Background: The background shows a focused and fairly compressed process rather than a broad auction. In November 2025 Lilly approached Centessa about a transaction involving Centessas non-ORX750 assets, but Centessa was not interested. After Mario Accardi became CEO effective January 1, 2026, Centessa management met with several pharmaceutical companies, including Lilly and Parties A, B, and C, at an industry conference in January. Those discussions were described as ordinary-course business development discussions rather than transaction talks. Party B did not pursue further outreach, and Party C indicated limited interest in Centessas rare hypersomnia assets. Party A contacted Centessas chairman on January 23, 2026 to express possible interest in an acquisition, but said it would need more ORX750 clinical data to proceed, and Centessa did not provide a program update at that time. Lilly then made the first real bid on February 16, 2026, offering $36.00 per share in cash in a U.K. scheme and saying it believed a transaction could be announced within three to four weeks if it received full access to information. The Centessa board met that same day. A Lilly/Centessa interlock issue was handled by having Dr. Hedley, who served on both boards, recuse herself completely from deliberations and materials relating to a potential Lilly transaction. On February 17, after reviewing the proposal with Centerview, Jefferies, and Goodwin, the board concluded the $36 offer was inadequate but authorized management to provide priority diligence in hopes Lilly would improve price. The board also discussed selective outreach to other logical counterparties, weighing leak risk against the possibility of competitive tension, and concluded that outreach should be limited to the most credible and executable parties. On March 18 Lilly said it wanted to advance discussions and was considering adding a CVR because of the early stage of Centessas assets. On March 20 Lilly delivered a revised proposal of $38.00 cash plus a CVR tied to U.S. FDA approvals for ORX750 in NT2, IH, and a first U.S. approval milestone. The board reviewed the revised economics against Centessas standalone plan and risk-adjusted projections, discussed capital needs and execution risk, and authorized a counteroffer of $40.00 cash plus Lillys proposed CVR. The board also revisited whether to contact more buyers, but after discussions with its bankers concluded there was a very low likelihood any additional party with the necessary resources would both have sufficient interest and be able to move fast enough to present a competitive alternative. Lilly responded on March 28 that it would not raise the upfront cash above $38.00, but it would increase the total headline value to $47.00 by increasing the IH milestone and bringing the total CVR value to $9.00. The board then decided it was in shareholders best interests to proceed on that basis, subject to final documentation. Between March 28 and March 30 the parties and counsel finalized the transaction agreement, scheme, CVR agreement, and voting agreements. The proxy specifically notes negotiation over milestone periods, the definition of CVR Product, ADS fee treatment, the 1% termination fee, employee matters, and MAE language concerning certain clinical developments. On March 30 Centerview and Jefferies each delivered fairness opinions, and on March 31 Centessa signed the transaction agreement with Lilly;

>75% vote target; HSR expiry;

CSGS

6701

CSG Systems International, Inc.

NEC Corporation

29-October-25

30-June-26

Merger

Friendly

Tech

80.70000

0.00000

80.29000

2900.00000

0.17382

0.76000

-11.24035

0.03

0.06

0.00000

81.04000

80.28000

0.75000

0.04897

71

Jefferies

GS

Simpson

Freshfields

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

>50% vote target; HSR expiry (filed Dec 4 2025, attained Jan 5 2026); CFIUS (filed Dec 4 2025); Money Transmitter Laws;

CTLP

Cantaloupe, Inc.

365 Retail Markets, LLC (Providence Equity Partners)

16-June-25

30-June-26

Merger

Friendly

Tech

11.20000

0.00000

10.77000

874.48297

0.33811

0.44000

-2.39000

0.17800

0.04

0.16

0.00000

11.20000

10.76000

0.43000

0.22317

71

JPMorgan

William

King

Weil

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

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

CTRA

DVN

Coterra Energy

Devon Energy

02-February-26

15-May-26

Merger

Friendly

Oil & Gas

0.00000

0.70000

32.61000

25012.49414

-0.02437

0.05800

0.03

0.00

0.00000

32.64800

32.59000

0.11190

0.05132

25

GS / JPMorgan

Evercore

Gibson

Skadden

Definitive agreement; Coterra is a premier exploration and production company based in Houston, Texas with focused operations in the Permian Basin, Marcellus Shale, and Anadarko Basin; The combination will create a leading large-cap shale operator with a high-quality asset base anchored by a premier position in the economic core of the Delaware Basin; The formation of this premier company is expected to unlock substantial value by leveraging each companys core strengths and through the realization of $1 billion in annual pre-tax synergies; Accretive to key per-share financial measures, including free cash flow and net asset value; Upon completion, Devon shareholders will own approximately 54 percent of the go-forward company and Coterra shareholders will own approximately 46 percent on a fully diluted basis; The transaction, which was unanimously approved by the boards of directors of both companies, is expected to close in the second quarter of 2026, subject to regulatory approvals and customary closing conditions, including approvals by Devon and Coterra shareholders; Valuation: 9.7x EPS (2027E), 4.6x EBITDA (2027E)0, 3.9x Adj EBITDA after synergies (2027E), 2.97x sales (2027E); Background: Devon and Coterras merger emerged from each companys broader strategic review process, during which both boards and management teams regularly considered ways to improve shareholder value through combinations, acquisitions, divestitures, and other strategic alternatives. Coterras review became more urgent after activist investor Kimmeridge publicly pressured the company in November 2025 to pursue strategic alternatives. In response, Coterra intensified shareholder outreach and retained Goldman Sachs and J.P. Morgan as advisors, while Devon continued evaluating merger opportunities with Evercores assistance. During late 2025, Coterra also received informal interest from two other exploration and production companies, identified as Company A and Company B. At the same time, Devons CEO Clay Gaspar and Coterras CEO Tom Jorden began discussing a potential merger of equals. Their talks progressed through December 2025, moving from general strategic discussions to more concrete negotiations over valuation, synergies, governance, leadership, headquarters location, and board composition. After entering into a mutual confidentiality agreement in late December, the companies exchanged due diligence information and worked with advisors to evaluate the operational, financial, and strategic case for a merger. In January 2026, negotiations accelerated. Devon and Coterra debated the key economic and governance terms, especially the exchange ratio, leadership roles, board split, executive team makeup, headquarters location, and the name of the combined company. Devon initially proposed terms that Coterra viewed as disappointing, but the parties continued negotiating. Meanwhile, media leaks revealed that merger discussions were underway, and Kimmeridges escalating activism added pressure to Coterras timeline. At the same time, Company A and Company B each submitted formal all-stock proposals for Coterra, offering premiums of roughly 12 percent and 9 percent respectively, with Company B later improving to 12 percent. Coterras board reviewed the competing alternatives with its advisors and concluded that Devons proposal offered the strongest overall outcome. Although Company A and Company B offered premiums, the Coterra board viewed Devon as the best strategic fit because of greater asset overlap, stronger synergy potential, better long-term positioning, and a more attractive governance framework. Coterra also believed that a larger combined Devon-Coterra company could compete more effectively for investor capital and potentially close valuation gaps relative to larger peers. After this review, Coterra ended discussions with Company A and Company B and focused exclusively on finalizing terms with Devon. By late January 2026, Devon and Coterra had largely settled the central issues. They agreed to an all-stock transaction with a final exchange ratio of 0.70 Devon shares for each Coterra share. Governance terms provided for an 11-member board with six directors designated by Devon and five by Coterra. Clay Gaspar would become President and CEO of the combined company, while Tom Jorden would serve as non-executive chair for a defined period. The parties also agreed that the combined company would operate under the Devon Energy name and ticker, with headquarters in Houston. Lawyers from Skadden and Gibson Dunn negotiated the merger agreement and related governance documents, while Evercore, Goldman Sachs, and J.P. Morgan advised on the financial terms. On February 1, 2026, both boards formally approved the merger after receiving legal advice on fiduciary duties and fairness opinions from their financial advisors. Goldman Sachs concluded that the exchange ratio was fair to Coterra shareholders, and Evercore concluded it was fair to Devon. After unanimous board approvals, Devon and Coterra signed the merger agreement. Before trading opened on February 2, 2026, the companies publicly announced the transaction and presented it to investors as a strategically important combination designed to create a stronger, larger, and more competitive energy company; Outside date: August 1, 2026, with an extension to November 1, 2026 and then a further extension to February 1, 2027;

>50% vote target; >50% vote acquiror; HSR expiry (filed Mar 2 2026, attained Apr 1 2026);

CVGW

AVO

Calavo Growers, Inc.

Mission Produce, Inc.

15-January-26

31-July-26

Merger

Friendly

Food

14.85000

0.97900

27.88000

430.00000

0.20829

0.24608

-4.59561

0.03

0.05

0.00000

28.08608

27.84000

0.33950

0.04433

102

Jefferies

Evercore

Cozen

Latham

Definitive agreement; Calavo Growers, Inc. is a leading provider of fresh avocados, tomatoes, papayas, and value-added prepared foods such as guacamole; Transaction seeks to enhance Missions position in the North American avocado category with expanded supply across Mexico and California; Vertically integrated platform with sourcing security and produce diversification to better serve customers and grower partners worldwide; Represents entry for Mission into the high-growth and attractive prepared food segment, complementing existing value-add avocado business; Significant value creation opportunity for both Mission and Calavo shareholders with expected cost synergies of approximately $25 million within 18 months post-close with meaningful upside potential; Mission shareholders are expected to own approximately 80.3% of the combined company and Calavo shareholders are expected to own approximately 19.7%; The Boards of Directors of both companies have approved the transaction, which is expected to close by the end of August 2026, subject to the receipt of required regulatory approvals, the approvals of Mission and Calavo shareholders, and the satisfaction of other customary closing conditions; Outside date July 14, 2026 (which date may be extended if the failure to close is due solely to any law or order under applicable antitrust law, for up to two periods, each of 90 days); Signed CA June 25, 2025; Valuation: 14.5x EPS (2026E), 8.1x EBITDA (2026E), 0.6x sales (2026E); Background: Calavos sale process began after it received an unsolicited proposal from Bidder A on May 23, 2025 to acquire the company for nominal consideration of $32.00 per share in a mix of cash and stock. The Calavo Board concluded that the offer was not sufficiently attractive on its face but was worth exploring further. At the same time, Mission Produce was independently evaluating strategic opportunities, including a combination with Calavo, and on June 16, 2025 it submitted a non-binding indication of interest without a stated price, asserting that it could deliver greater value than Bidder A. After Calavo Chair Farha Aslam disclosed that she was considering joining a potential take-private bid, she recused herself from change-in-control discussions, and Calavo formed a special transactions committee composed of independent directors to oversee the process. Following the public disclosure of Bidder As proposal on June 11, 2025, which lifted Calavos stock price, Calavo broadened the process. With Jefferies help, it contacted additional strategic and financial buyers, executed confidentiality agreements, opened a virtual data room, and provided management projections. Through the summer and early fall, Mission Produce, Bidder A, Bidder B, and Bidder C emerged as the main participants. By September 18, 2025, Mission Produce offered $28.00 to $32.00 per share in a 50 percent cash and 50 percent stock structure, Bidder A revised its bid to an implied $30.00 to $33.00 per share with contingent value rights tied to Mexican tax receivables, Bidder B proposed a reverse merger with stated value of about $32.50 per share, and Bidder C submitted a more speculative proposal with no clear valuation. Calavo advanced Mission Produce, Bidder A, and Bidder B into a deeper diligence phase. As the process continued into the fall, Calavo updated its internal projections to reflect improving expectations, especially in its guacamole business, and bidders conducted extensive diligence. On November 14, 2025, Mission Produce submitted an updated proposal worth $30.00 per share, with 60 percent cash and 40 percent stock, while Bidder A offered $30.77 per share including CVRs and Bidder B again proposed roughly $32.50 per share in a heavily stock-based structure. After reviewing valuation, certainty, antitrust considerations, leverage, tax treatment, and execution risk, the Calavo Board judged Mission Produces bid to have the strongest overall implied value and strategic logic. On November 20, Calavo countered by saying it would grant exclusivity if Mission Produce raised its offer to $32.50 per share, added stronger governance and deal protection terms, and provided more clarity on diligence and employee matters. Mission Produce did not meet that price. Instead, after negotiations, it raised its proposal to $31.00 per share, still with a 60 percent cash and 40 percent stock mix, a reverse termination fee equal to 3 percent of Calavos enterprise value, and a request for a limited exclusivity period. While these talks were ongoing, Calavo disclosed management changes and weaker preliminary fourth quarter performance. Even so, on November 29, 2025, after discussions about valuation and the companys recent operating performance, Calavo entered into a 14-day exclusivity agreement with Mission Produce, subject to extensions. During exclusivity, the parties exchanged drafts of the merger agreement, conducted intense forward and reverse diligence, and analyzed cost synergies. The transaction nearly broke down at the start of 2026. After reviewing Calavos weaker actual fourth quarter results and reduced December 2025 projections, Mission Produce cut its proposal on January 7, 2026 to $24.00 per share. Calavo immediately terminated exclusivity, reopened contact with Bidder B, and explored alternatives including returning capital to shareholders. Bidder B came back with an oral indication of interest on January 11 at a stated value of $32.50 per share, but its proposal depended on a long exclusivity period, a break-up fee, and a valuation of its private business that Calavo and Jefferies viewed as aggressive and unreliable. Meanwhile, Calavo pressed Mission Produce for a better offer, first at $30.00 per share and then at $28.00 per share. By January 12, 2026, Mission Produce returned with its final proposal of $27.00 per share, consisting of 55 percent cash and 45 percent Mission Produce stock, with the stock component to be valued using a fixed excha

>50% vote target; >50% vote acquiror; HSR expiry (filed Feb 12 2026, pulled and refiled Mar 18, attained Apr 17 2026); Mexico COFECE (filed Feb 12 2026);

CWAN

Clearwater Analytics

Permira / Warburg Pincus

22-December-25

13-May-26

Merger

Friendly

Tech

24.55000

0.00000

24.16000

8400.00000

0.47094

0.40000

-7.46000

0.01

0.05

0.00000

24.55000

24.15000

0.39000

0.28947

23

PJT / JPMorgan

GS

Cravath

Latham / Paul

Definitive agreement; Clearwater Analytics is transforming investment management with the industrys most comprehensive cloud-native platform for institutional investors across global public and private markets; After a thorough process including engaging with certain strategics and financial sponsors, the Special Committee of the CWAN Board of Directors, composed entirely of independent and disinterested directors, upon the advice of its independent outside legal counsel and financial advisor, unanimously recommended this transaction. The CWAN Board of Directors subsequently approved this transaction; The acquisition is subject to approval by CWANs stockholders (including a majority of votes cast by disinterested stockholders) and is expected to close in the first half of 2026, subject to customary closing conditions, including receipt of regulatory approvals.; The merger agreement provides for a go-shop period ending on January 23, 2026, during which CWAN, at the direction of the Special Committee and with the assistance of its advisors, will be permitted to actively solicit and evaluate alternative acquisition proposals, with a potential 10-day extension for certain parties that submit acquisition proposals during the initial go-shop period; Private Credit at Goldman Sachs Alternatives provided 100% committed debt financing to the Investor Group; Valuation: 36.5x EPS (2026E), 25.4x EBITDA (2026E), 8.9x sales (2026E); Outside date September 20, 2026; Parent has obtained equity financing commitments from certain affiliates of Parent, and debt financing commitments from certain third-party lenders, to fund the transactions contemplated by the Merger Agreement; Pursuant to the equity commitment letters, each dated December 20, 2025, funds affiliated with Permira Advisers LLC, Warburg Pincus LLC, Francisco Partners Management, L.P. and Temasek Holdings (Private) Limited have committed to provide Parent on the terms and subject to the conditions set forth in the equity commitment letters, an aggregate equity commitment to fund the aggregate Merger Consideration and certain other amounts required to be paid under the Merger Agreement (the Equity Financing). Pursuant to the debt commitment letter, dated December 20, 2025, Goldman Sachs Asset Management, L.P. and GLQ II Credit Investments LLC have committed to provide Parent and Merger Sub, on the terms and subject to the conditions set forth in the debt commitment letter, certain debt financing to fund a portion of the aggregate Merger Consideration and other amounts required to be paid under the Merger Agreement (the Debt Financing, and together with the Equity Financing, collectively, the Financing); Signed NDA November 4, 2025; Jan 23 2026 did not receive an alternative acquisition proposal during go-shop period; Background: The Company regularly reviewed strategic alternatives following its IPO, including remaining independent, pursuing acquisitions, or considering a sale. After earlier recapitalization efforts and a 2023 market check that did not result in any offers, the Company continued operating independently, though its stock price declined in 2025 amid market volatility and concerns about artificial intelligence impacts. In August 2025, representatives of Warburg Pincus and Permira, former major shareholders, informally expressed interest in a potential take-private transaction. The Boards independent directors began evaluating these discussions, ultimately forming an ad hoc transaction committee and later a fully empowered Special Committee composed solely of independent directors to oversee the process. On October 23, 2025, Warburg Pincus and Permira submitted a nonbinding proposal to acquire the Company for $24.50 per share in cash. The Special Committee engaged independent legal and financial advisors and initiated a targeted pre-signing market check to solicit interest from selected strategic and financial buyers while managing confidentiality risks and business disruption. Several parties conducted diligence, but most declined to submit bids due to valuation, financing constraints, or strategic considerations. By mid-December, only the Consortium led by Warburg Pincus and Permira and one financial sponsor remained active bidders. The competing sponsor proposed a lower valuation range of $20.00 to $22.00 per share and was deemed unlikely to exceed the Consortiums price. After negotiations and multiple revised proposals, the Consortium reduced its initial offer in light of market conditions and diligence findings, then incrementally increased its bid. On December 16, 2025, the parties agreed in principle to a cash price of $24.55 per share, representing significant premiums to the unaffected trading price. The agreed structure included a go-shop period, a Company termination fee of 3.25 percent of equity value with a reduced 1.5 percent fee during the go-shop, and a reverse termination fee of 7 percent. The Board granted short-term exclusivity to finalize documentation. On December 20, 2025, following fairness opinions from PJT Partners to the Special Committee and from J.P. Morgan to the Board, both concluding that the consideration was fair from a financial point of view, the Special Committee unanimously recommended approval of the merger. The Board approved the transaction and recommended it to stockholders. The merger agreement was executed that day. Following signing, the Company conducted a 45-day go-shop process, during which financial advisors contacted 44 additional potential buyers. Although several parties entered confidentiality agreements and reviewed materials, none submitted a superior proposal. The go-shop period expired on January 23, 2026 without any competing bids;

>50% vote target; Majority of minority vote target; HSR expiry (attained Feb 13 2026); Australia FIRB and ACCC (attained Apr 1 2026); China SAMR (filed Apr 10 2026); EC; Turkey;

DAWN

Day One Biopharmaceuticals, Inc.

Servier

06-March-26

22-April-26

Tender Offer

Friendly

Biotech

21.50000

0.00000

21.50000

2061.67993

0.68232

0.01000

-8.71000

0.04

0.00

0.00000

21.50000

21.49000

0.00000

0.00000

2

Centerview

GS

Fenwick

Baker

Definitive agreement; Day One Biopharmaceuticals, Inc. is a biopharmaceutical company dedicated to developing and commercializing targeted therapies for people of all ages with life-threatening diseases; Acquisition positions Servier as a leader in pediatric low-grade glioma and expands its pipeline with programs targeting adult and pediatric cancers with high unmet needs; The transaction remains subject to customary closing conditions and is expected to close in the second quarter of 2026.; This acquisition will reinforce Serviers position in oncology targeted therapies in line with its 2030 ambition to develop innovative treatments for patients with high unmet medical needs. It strengthens Serviers portfolio and expands its oncology pipeline with programs ranging from early stage to phase 3; Under the terms of the merger agreement, Servier will commence a cash tender offer to acquire all of the issued and outstanding shares of Day Ones common stock for $21.50 per share in cash, representing a total equity value of approximately of $2.5 billion. The offer price represents a premium of approximately 68% over the closing price of Day One on March 5, 2026; Servier expects to fund the transaction through existing cash and investments; The consummation of the tender offer is subject to certain customary closing conditions, including the tender by Day One shareholders of at least a majority of the issued and outstanding shares of Day One common stock and the receipt of U.S. antitrust clearance; Valuation: 6.6x sales (2026E); Outside date December 6, 2026 (provided that such date shall be extended for an additional 150 days pursuant to the Merger Agreement in the event that required regulatory approval has not been obtained); Signed CA February 6, 2026; Background: Servier first approached Day One in early January 2026 about possible strategic collaboration, and that dialogue quickly evolved into interest in a full acquisition. On January 22, 2026, Servier contacted Centerview to convey acquisition interest. After preliminary diligence exchanges, the parties signed a confidentiality agreement on February 6, 2026. Servier submitted an initial non-binding proposal on February 9, 2026 at $18.00 per share in cash, stating that it would use existing cash resources and that closing would not be subject to a financing contingency. The Company then ran a controlled process with a timetable. On February 11, 2026, it sent Servier a process letter, a draft merger agreement, and opened the data room. Diligence deepened through February, including a clean team arrangement and management presentations. On February 27, 2026, Servier raised its bid to $20.50 per share, said diligence was substantially complete, and requested exclusivity through March 9, 2026, with a possible five-business-day extension. The parties entered into an exclusivity agreement on March 1, 2026. Negotiations in the final week focused heavily on merger agreement terms, including the breakup fee percentage, which moved through several drafts. The fee discussion appears to have been one of the main economic legal issues. The Companys side initially circulated a 2.5% structure in its draft. Buyer and seller then exchanged drafts reflecting 3.9%, 3.0%, 3.75%, 3.3%, and finally 3.5% of equity value. Management also continued substantive business discussions during this period, including a March 4 meeting between Day One CEO Dr. Bender and Servier senior management. On March 5, 2026, the board approved the deal and the parties executed the merger agreement, which they announced publicly on March 6;

>50% tender; HSR expiry (filed Mar 26 2026, attained Apr 7 2026);

DBRG

9984

DigitalBridge Group, Inc.

SoftBank Group Corp.

29-December-25

30-September-26

Merger

Friendly

Tech

16.00000

0.00000

15.61000

4000.00000

0.64609

0.42000

-5.86785

0.02

0.07

0.00000

16.02000

15.60000

0.41000

0.05981

163

JPMorgan / Barclays

Simpson / White

Sullivan / Morrison

Definitive agreement; DigitalBridge Group, Inc. is a leading global alternative asset manager dedicated to investing in digital infrastructure, including data centers, cell towers, fiber networks, and edge infrastructure; The transaction has been unanimously recommended by a special committee of DigitalBridges Board of Directors comprised solely of independent directors. Following the recommendation of the special committee, DigitalBridges Board of Directors unanimously approved the transaction; After the closing of the transaction, DigitalBridge will continue to operate as a separately managed platform, led by Marc Ganzi. The transaction is subject to customary closing conditions, including receipt of regulatory approvals, and is expected to close in the second half of 2026; Valuation: 15.1x EPS (2026E), 29.5x EBITDA (2026E), 9.3x sales (2026E), 11.1% FFEUM; Outside date March 29, 2027 (may be extended by either party by up to 90 days if the closing conditions related to required regulatory approvals or absence of legal restraints prohibiting the Mergers have not been satisfied or waived); Signed NDA March 7, 2024; Background: In the second quarter of 2023, DigitalBridge initiated a broad strategic review with financial advisors Barclays and J.P. Morgan and legal counsel Simpson Thacher & Bartlett and later White & Case. Over the following two years the company contacted ten potential strategic and financial buyers and signed non disclosure agreements with nine of them. Only two parties made proposals. Party A proposed a transaction between $14 and $17 per share but withdrew in September 2023. Party B initially proposed $15 to $16 per share and later increased its offer to $17.50 per share in November 2023 before ultimately lowering it to $12 per share plus potential earnout consideration tied to fundraising. Negotiations with Party B continued into 2025 but were terminated in July 2025 when the board concluded the consortium was unlikely to reach acceptable terms and the process was becoming a distraction. After ending those discussions the board directed management to continue operating as a standalone company. DigitalBridge maintained regular business contact with SoftBank Group because of overlapping interests in digital infrastructure and artificial intelligence related data centers. In October 2025 DigitalBridge CEO Marc Ganzi met SoftBank founder Masayoshi Son in Tokyo to discuss data center development and the Stargate AI infrastructure initiative. During those conversations SoftBank expressed interest in acquiring DigitalBridge. Shortly afterward SoftBank indicated that a proposal would likely be in the $15 to $16 per share range. On October 28, 2025 SoftBank submitted a non binding letter of intent proposing to acquire DigitalBridge for $15 per share in cash and requesting a 60 day exclusivity period. The DigitalBridge board reviewed the proposal with management and advisors and determined to counter with a $16 per share price and a shorter exclusivity period. After negotiations the parties agreed to a $16 per share price and a 45 day exclusivity period, and the board formed a transaction committee of independent directors to oversee the process. SoftBank began due diligence in early November 2025 and the parties exchanged draft merger agreements and disclosure schedules. The initial drafts included numerous points of negotiation such as the size of the termination fee, the presence or absence of a go shop provision, regulatory obligations, investor consent requirements from DigitalBridges infrastructure funds and the treatment of preferred stock and employee equity awards. DigitalBridge initially sought a go shop period and a strong regulatory commitment from SoftBank, while SoftBank proposed higher termination fees, broader regulatory closing conditions and more limited regulatory obligations. Negotiations continued throughout November and December 2025 while SoftBank conducted diligence and the parties refined the terms of the agreement. A Bloomberg report in early December revealed that the companies were in acquisition discussions and caused DigitalBridges stock price to rise sharply. During this period SoftBank also requested an extension of the exclusivity period to complete diligence and finalize negotiations. After reviewing the progress of the negotiations and the status of SoftBanks diligence, the DigitalBridge board agreed on December 18 to extend exclusivity to December 29. In the final stages of negotiations the parties resolved key outstanding issues including the treatment of DigitalBridge employee equity awards, the level of client consents required from DigitalBridges infrastructure fund investors and the structure of regulatory protections. The parties agreed that client consents would be required from DigitalBridges flagship infrastructure funds and investors representing 85 percent of run rate revenue. SoftBank agreed to provide an equity commitment letter through a creditworthy subsidiary to fund the transaction and to pay a regulatory reverse termination fee of approximately $154 million, or about 5 percent of the transaction equity value, if the deal failed because of regulatory obstacles. The agreement also conditioned closing on the absence of a defined Burdensome Condition imposed by regulators. On December 28, 2025 the transaction committee and the DigitalBridge board met with management and advisors to review the final transaction terms. Barclays and J.P. Morgan each presented financial analyses and delivered fairness opinions stating that the $16 per share cash consideration was fair from a financial point of view to DigitalBridge shareholders. After deliberation the transaction committee recommended approval of the transaction and the board unanimously determined that the merger agreement and the transaction were advisable and in the best interests of DigitalBridge and its shareholders. The board approved the merger agreement and recommended that

>50% vote target; HSR expiry (attained Mar 11 2026); CFIUS; FERC; FCC; Monetary Authority of Singapore; UK FCA; EC (filed Mar 30 2026, deadline May 8 2026); Receipt of required consents for the Companys flagship investment funds and from fee-paying clients of the Company and its subsidiaries representing, in the aggregate, at least 85% of the base date revenue run rate; Australia; Japan; Mexico; FDI approvals: Australia, Austria, Belgium, Bulgaria, Canada, Denmark, France, Germany, Ireland, Italy, the Nethe

DHIL

Diamond Hill Investment Group, Inc.

First Eagle Investments

11-December-25

22-April-26

Merger

Friendly

Financial

175.00000

0.00000

175.00000

473.00000

0.48962

0.04000

-57.48000

0.02

0.00

0.00000

175.00000

174.96001

0.03000

0.03178

2

Broadhaven

UBS

Davis / Vorys

Willkie

Definitive agreement; Diamond Hill Investment Group, Inc. is a boutique investment management firm with a long-term, valuation-disciplined approach across multiple asset classes; The transaction, which was unanimously approved by the Board of Directors of Diamond Hill, is expected to close by the third quarter of 2026, subject to the satisfaction of customary closing conditions, including approval by Diamond Hills common shareholders, mutual fund shareholder-related approvals, and regulatory approvals. The transaction has no financing contingencies; As part of the agreement, Diamond Hill will not pay quarterly dividends through closing; The definitive agreement includes a go-shop period. Under the terms of the merger agreement, Diamond Hill may, subject to certain terms and conditions, solicit alternative proposals to acquire Diamond Hill from third parties for a period of 35 days continuing through January 14, 2026; Valuation: 13.5x EPS (LTM), 6.4x EBITDA (LTM), 2.83x sales (LTM); Purchaser expects to fund the Merger Consideration with cash on hand and amounts available under its existing credit facilities; Outside date December 10, 2026; Signed NDA September 9, 2025; Background: Diamond Hills board regularly reviewed strategic alternatives and was approached in mid 2025 by First Eagle to discuss a potential transaction. After several months of discussions, information sharing, due diligence and negotiations supported by financial and legal advisors, First Eagle made a series of increasing cash offers, which the board initially rejected as undervaluing the company. Negotiations focused on price, dividends, client consent thresholds, deal certainty, governance matters and employee arrangements, ultimately resulting in an agreed price of 175 dollars per share with modified dividend and consent terms. The Diamond Hill board received fairness opinions, approved the merger agreement in December 2025 and recommended it to shareholders. A 35 day go shop period followed, during which no alternative proposals emerged, and the transaction was publicly announced and executed; Apr 17 2026 announced all conditions satisfied, closing Apr 22;

>50% vote target; HSR expiry (filed Jan 16 2026); Mutual fund shareholder-related approvals; Company obtaining the consent of Company clients generating an aggregate revenue run-rate of at least 78% of the Companys aggregate revenue run-rate as of November 30, 2025;

EA

Electronic Arts Inc.

PIF / Silver Lake / Affinity Partners

29-September-25

30-June-26

Merger

Friendly

Tech

210.00000

0.00000

203.50000

55000.00000

0.24762

6.74000

-34.97771

0.09900

0.02

0.16

0.00000

210.19000

203.45000

6.73000

0.18211

71

GS

JPMorgan

Wachtell

Kirkland / Gibson / Simpson / Sidley

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

>50% vote target (attained); HSR expiry (filed Nov 3 2025, attained Feb 9 2026); CFIUS; Competition Canada (filed Nov 10 2025, attained Mar 30 2026); EC; China SAMR (filed Dec 2 2025, attained Dec 19 2025); South Africa (attained);

EHAB

Enhabit, Inc.

Kinderhook Industries, LLC

23-February-26

19-May-26

Merger

Friendly

Healthcare

13.80000

0.00000

13.74000

1100.00000

0.24436

0.07000

-2.64000

0.02

0.03

0.00000

13.80000

13.73000

0.06000

0.05642

29

GS

Guggenheim

Jones

Kirkland

Definitive agreement; Enhabit, Inc. is a leading national home health and hospice provider; Founded in 2003, Kinderhook Industries, LLC is a private investment firm that has raised over $10 billion of committed capital; The acquisition was unanimously approved by Enhabits Board of Directors and is expected to close in the second quarter of 2026, subject to the receipt of approval of Enhabit stockholders and regulatory approvals, and the satisfaction of other customary closing conditions; Certain of Enhabits executive officers have entered into a customary voting and support agreement to vote in favor of the transaction at the special meeting of Enhabit stockholders to be held in connection with the transaction; Kinderhook has secured committed financing for the transaction, with a debt financing commitment letter from certain lenders, and equity commitment letters from funds advised by Kinderhook or an affiliate thereof that, in the aggregate, are sufficient to fund the purchase price and pay related fees and expenses at closing; Valuation: 21.6x EPS (2027E), 9.6x EBIDA (2027E), 0.95x sales (2027E); Outside date November 22, 2026; Signed CA January 3, 2025, as amended on December 11, 2025; Background: Enhabits board and management began formally exploring strategic alternatives in August 2023 after facing business challenges and receiving unsolicited interest, engaging Goldman Sachs to run a broad process that contacted dozens of potential buyers. Despite initial outreach and preliminary indications of interest from several financial sponsors and strategic parties, no formal offers emerged and the company initially chose to remain independent. Interest re-emerged through 2024 and 2025 as multiple parties, including private equity firms and strategic buyers, engaged in discussions and submitted non-binding offers at various price levels. The process evolved into a competitive dynamic primarily involving Kinderhook and several other bidders, with valuations increasing over time as diligence progressed and as Enhabits outlook shifted due to regulatory changes, particularly evolving CMS reimbursement rates that materially impacted investor sentiment and the companys stock price. Throughout 2025, Enhabits board, advised by Goldman Sachs, continued to solicit improved bids while balancing the companys standalone value against transaction proposals. Several bidders, including Party C, Party E and Party F, ultimately withdrew or failed to submit final offers, often due to valuation gaps, regulatory uncertainty or unwillingness to participate in a competitive process. Meanwhile, Kinderhook remained engaged and repeatedly revised its proposal upward. By early 2026, the process narrowed to Kinderhook and a late-emerging bidder, Party G, which submitted a higher but more uncertain indication of interest that required additional time, carried greater execution and regulatory risk and lacked committed financing. The board determined that Kinderhooks offer provided greater certainty of closing and a more reliable outcome for shareholders, particularly given concerns that pursuing Party G could jeopardize a near-term transaction. After further negotiations, Kinderhook agreed to acquire Enhabit for $13.80 per share, reflecting the highest credible and executable offer. The board concluded that this price was superior to both the companys standalone prospects and other available alternatives, particularly given uncertainty around litigation recoveries and industry conditions. On February 22, 2026, the board unanimously approved the merger agreement with Kinderhook and recommended it to shareholders. Following the announcement, Party G made additional unsolicited approaches but ultimately failed to complete diligence or submit a binding proposal, reinforcing the boards original conclusion that Kinderhooks transaction represented the most certain and value-maximizing outcome for shareholders; Background: Enhabit had previously reviewed strategic alternatives in 2024, during which four potential counterparties provided preliminary indications of interest. None submitted a formal proposal and the board decided at that time to continue as a standalone public company. Between August 2024 and signing in February 2026, stockholder pressure appears to have increased, with some stockholders urging the company to explore strategic alternatives and, according to the proxy, some stockholders separately encouraging potential counterparties to evaluate Enhabit. In September 2025, Enhabit formally engaged Jones Day for legal advice on strategic alternatives. Through late 2025 the board continued to review strategic paths in light of the expected CMS reimbursement environment and the status of the Delaware and Texas litigations. Those litigation assets were clearly part of the value discussion throughout the process. Kinderhook submitted a non-binding indication on January 21, 2026 at $12.00 per share, accompanied by a draft merger agreement, equity commitment letter and limited guarantee. That proposal did not separately assign value to the Delaware and Texas litigations. Around the same time, other parties were still engaged. The board and its advisors actively negotiated not just price but also legal structure, including a possible CVR for litigation value, a go-shop, and termination fee levels. The negotiation was material. Earlier Kinderhook drafts contemplated a go-shop and different termination fee structures. Enhabit pushed for better economics and more flexibility. By February 21, 2026, Kinderhook increased to $13.80 per share and agreed to remove the go-shop and CVR in that final tradeoff. On February 22, 2026, after reviewing Goldman Sachs fairness opinion, the merger terms, and the risks of remaining standalone, the board approved the transaction and recommended it to stockholders. A notable feature is the post-sign contact from Party G. On March 13, 2026, the board determined Party Gs non-binding proposal cou

>50% vote target; HSR expiry (filed Mar 18 2026, attained Apr 15 2026);

EM

Smart Share Global Limited

Consortium

04-August-25

30-June-26

Merger

Friendly

Tech

1.25000

0.00000

1.17000

-72.91100

0.73611

0.05000

-0.45880

0.64000

-0.07

0.10

-0.05000

1.20000

1.15000

0.04000

0.19217

71

Kroll

Skadden / Maples

Davis / Weil / Harney / Haiwen

Definitive merger agreement; Smart Share Global Limited (Nasdaq: EM), or Energy Monster, is a consumer tech company with the mission to energize everyday life. The Company is a leading provider of mobile device charging service in China with an extensive network of partners powered by its own advanced service platform; Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each American Depository Share of the Company (each, an ADS), representing two (2) class A ordinary shares of the Company, par value US$0.0001 each (the Class A Shares, together with class B ordinary shares of the Company, par value US$0.0001 each, collectively, the Shares), issued and outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares (as defined in the Merger Agreement), together with the Shares represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive US$1.25 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders, and such consideration, the Per ADS Merger Consideration), and each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs, will be cancelled and cease to exist in exchange for the right to receive US$0.625 in cash per Share without interest (together with the Per ADS Merger Consideration, the Merger Consideration); The Consortium includes Trustar Mobile Charging Holdings Limited (together with its affiliated investment entities), Mr. Mars Guangyuan Cai, Chairman of the Board of Directors (the Board) and Chief Executive Officer of the Company, Mr. Peifeng Xu, Director and President of the Company, Mr. Victor Yaoyu Zhang, Chief Marketing Officer of the Company, and Ms. Maria Yi Xin, Director and Chief Financial Officer of the Company; The Consortium intends to fund the Merger through a combination of (i) cash contributions from certain members of the Consortium pursuant to their respective equity commitment letters, (ii) proceeds from certain committed term loan facility to be provided by Bank of China Limited, Shanghai Branch, and (iii) rollover equity contributions by the Rollover Shareholders (as defined in the Merger Agreement); The Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the Special Committee), approved the Merger Agreement and the Merger and resolved to recommend the Companys shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors; The Merger, which is currently expected to close during the fourth quarter of 2025, is subject to customary closing conditions, including, among others, (i) that the Merger Agreement shall be authorized and approved by an affirmative vote of at least two-thirds of the votes cast by the shareholders present and voting in person or by proxy at an extraordinary general meeting of the Companys shareholders, (ii) that the aggregate amount of Dissenting Shares shall be less than 15% of the total outstanding Shares immediately prior to the Effective Time, and (iii) receipt of certain regulatory approvals; As of the date of this press release, members of the Consortium and the Rollover Shareholders beneficially own Shares representing approximately 64% of the voting rights; Outside date Aug 4 2026;

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

EQH

CRBG

Equitable Holdings, Inc.

Corebridge Financial, Inc.

26-March-26

31-December-26

Merger

Friendly

Financial

0.00000

1.55516

41.11000

10537.74414

-0.01576

-0.46452

0.00

0.00000

40.49548

40.96000

0.31856

0.01115

255

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);

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

EWCZ

European Wax Center, Inc.

General Atlantic

10-February-26

14-May-26

Merger

Friendly

Consumer

5.80000

0.00000

5.82000

666.97498

0.45000

-0.01000

-1.81000

0.42000

0.01

0.00

0.00000

5.80000

5.81000

-0.02000

-0.05109

24

Moelis

BofA / Guggenheim

Ropes

Paul

Definitive agreement; European Wax Center, Inc. is a leading franchisor and operator of out-of-home waxing services in the United States; General Atlantic manages approximately $122 billion in assets under management, inclusive of all strategies, as of December 31, 2025, with more than 900 professionals in 20 countries across five regions; General Atlantic has been a strategic partner to the Company since its initial investment in 2018 and is currently the beneficial owner of approximately 42% of the Companys outstanding shares of the Companys common stock; The transaction was unanimously approved and recommended by a Special Committee of the European Wax Center Board of Directors, composed entirely of independent directors. Acting on the recommendation of the Special Committee, the Board of Directors approved the transaction; The transaction is expected to close in mid-2026, subject to certain closing conditions, including approval by a majority of the votes cast by holders of shares of the Companys common stock that are not affiliated with General Atlantic and the satisfaction of regulatory approvals; Outside date August 9, 2026; HPS Investment Partners, LLC (the Lender) has committed to provide Parent with debt financing in an aggregate principal amount of $74 million on the terms and subject to the conditions set forth in a debt commitment letter; Additionally, on February 9, 2026, in connection with the execution of the Merger Agreement, Parent has delivered an equity commitment letter from General Atlantic Partners 100, L.P. (the Guarantor) in favor of the Parent and pursuant to which, on the terms and conditions contained therein, the Guarantor is committed to contribute up to $110 million in cash at the Closing in respect of the Parents payment obligations (including merger consideration and related fees and expenses), subject to satisfaction or waiver of the closing conditions; Valuation: 8.3x EPS (2027E), 8.6x EBITDA (2027E), 3.09x sales (2027E); Background: On November 13, 2025, European Wax Center received an unsolicited non-binding proposal from General Atlantic to acquire the unaffiliated Class A shares and Opco units at $5.25 per share or unit. General Atlantic made clear that it did not intend to sell its existing stake to a third party and said it would proceed only if an independent special committee recommended the transaction. On November 18, 2025, the board met without the General Atlantic-affiliated directors participating and formed a special committee consisting of independent directors to evaluate the proposal and retain its own advisors. Over the following weeks, the special committee focused on advisor selection and on managements planning materials. On December 1, 2025, it interviewed financial advisor candidates. By late December it was probing the companys long-range plan and the feasibility of managements initiatives, particularly because European Wax Center operates primarily through independent franchisees, which limits managements ability to impose uniform operational changes. The committee and Moelis discussed execution risk, labor market challenges, and the difficulty of implementing multiple initiatives simultaneously. On December 30, 2025, the committee approved Moelis as its financial advisor. By early January 2026, the committee had become focused on the risk-adjusted value of the companys standalone plan. On January 6, 2026, it reviewed a sensitivity analysis of the long-range plan. The committee also decided not to solicit third-party bids because General Atlantics voting power and legal rights made it unlikely that another buyer would engage meaningfully. Instead, it sought to negotiate directly with General Atlantic and asked for more detail on how General Atlantic had valued the company, including the treatment of the companys cash. After a January 14 discussion between Moelis and General Atlantic, the committee met on January 16 and directed Moelis to counter at $6.25 per share. General Atlantic responded on January 26, 2026 by increasing its proposal to $5.60 per share and emphasizing execution risk in the long-range plan. The next day, the special committee discussed the revised offer and concluded that if it could reach a final price within the range then being discussed, a sale to General Atlantic was likely the value-maximizing path for stockholders given the execution risks of the standalone plan. It countered at $6.00 per share. On January 28, 2026, General Atlantic responded with a final price of $5.80 per share and expressed interest in moving quickly to definitive documents. Paul, Weiss then delivered the initial merger agreement draft to Ropes & Gray. On January 30, 2026, the special committee approved moving forward at $5.80 while continuing to negotiate the full legal package. The committee focused in particular on requiring a vote condition protecting unaffiliated holders, since the buyers initial draft did not include such a condition. Between January 30 and February 9, Moelis and Ropes & Gray had numerous communications with General Atlantic and Paul, Weiss regarding diligence, financing, and the transaction documents. On February 9, 2026, Moelis delivered its fairness opinion to the special committee, and the committee unanimously found the transaction advisable, fair to, and in the best interests of the company and the unaffiliated stockholders. The board then met without the General Atlantic-affiliated directors present and approved the merger agreement based on the committees recommendation;

>50% vote target; Majority of minority vote target; HSR expiry (filed Mar 10 2026, attained Mar 26 2026);

FFIC

OCFC

Flushing Financial Corp.

OceanFirst Financial Corp.

30-December-25

15-May-26

Merger

Friendly

Financial

0.00000

0.85000

15.89000

579.00000

-0.01412

-0.04300

0.04

0.00

0.00000

15.82700

15.87000

-0.02167

-0.01975

25

Piper

Keefe / Jefferies

Hughes

Simpson / Wachtell

Definitive merger agreement; Flushing Financial Corporation is the holding company for Flushing Bank, an FDIC insured, New York State chartered commercial bank that operates banking offices in Queens, Brooklyn, Manhattan, and on Long Island. The Bank has been building relationships with families, business owners, and communities since 1929. Today, it offers the products, services, and conveniences associated with large commercial banks, including a full complement of deposit, loan, equipment finance, and cash management services; Creates a scaled, high performing regional bank with $23 billion in assets strategically located in attractive New Jersey, Long Island and New York markets; Meaningfully enhances profitability metrics with estimated EPS accretion of 16%, ROATCE of 13% and ROAA of 1.00% by 2027; $225 million equity raise, priced at-the-market, is fully committed at a fixed price after extensive investor due diligence by Warburg Pincus; The strategic acquisition accelerates OceanFirsts organic growth in New York by immediately expanding its presence within the highly attractive, deposit-rich markets of Suffolk, Nassau, Queens, Brooklyn, and Manhattan counties. Following closing of the merger, the combined company is expected to have approximately $23 billion in assets, $17 billion in total loans, and $18 billion in total deposits across 71 retail branches; Upon completion of the proposed transaction, (a) the shares issued to Flushing stockholders in the merger are expected to represent approximately 30% of the outstanding shares of the combined company, (b) the shares issued to Warburg Pincus in the equity capital raise transaction discussed above are expected to represent approximately 12% of the outstanding shares of the combined company and (c) the shares of OceanFirst common stock that are outstanding immediately prior to completion of the merger are expected to represent approximately 58% of the outstanding shares of the combined company; This transaction is expected to be financially attractive with an estimated 2027 EPS accretion of approximately 16%, a strong internal rate of return of approximately 24% and with tangible book value dilution of approximately 6%, to be earned back in approximately 3 years; In the equity capital raise transaction, OceanFirst will sell approximately (i) 9.7 million shares of its common stock at a purchase price of $19.76 per share and (ii) shares of a new class of non-voting, common-equivalent stock representing the economic equivalent of 1.7 million shares of OceanFirst common stock at a purchase price of $19.76 per share of common stock to Warburg Pincus. In addition, OceanFirst will issue Warburg Pincus a warrant to purchase shares of non-voting, common-equivalent stock of OceanFirst representing the economic equivalent of approximately 11.4 million shares of common stock; The transaction is expected to close in the second quarter of 2026, subject to the receipt of regulatory approvals, approval by OceanFirst and Flushing shareholders, and the satisfaction of other customary closing conditions. The equity capital raise is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions; Valuation: 10.6x EPS (2026E), 0.8x TBV; Outside date September 29, 2026; Signed CA April 23, 2025; Background: OceanFirst and Flushing regularly assessed strategic alternatives amid changing banking and regulatory conditions, with Flushing in particular considering organic growth, capital raises, balance sheet restructuring, and a potential sale. Initial CEO-level discussions began in October 2023, became more serious in 2024 with an NDA and shared analysis support, and were influenced by Flushings $70 million capital raise in December 2024 and ongoing diligence in early 2025. Negotiations through 2025 centered on valuation, board composition, employee retention, deal protections, and the need for additional capital, with Warburg introduced as a key equity financing partner for OceanFirst. After intermittent pricing proposals and Flushing rejecting outreach from another bank, the parties converged around a 0.85 all stock exchange ratio, entered exclusivity, and negotiated definitive merger and financing documents from mid November through late December 2025. On December 28 and 29, 2025, KBW and PSC delivered fairness opinions to their respective boards, both boards approved the merger, OceanFirst signed the Warburg investment agreement, and the companies announced the transaction;

>50% vote target; >50% vote acquiror; Fed; FDIC; OCC (attained Apr 6 2026); New York Department of Financial Services (attained Mar 23 2026);

FOLD

BMRN

Amicus Therapeutics

BioMarin Pharmaceutical Inc.

19-December-25

30-April-26

Merger

Friendly

Biotech

14.50000

0.00000

14.47000

4800.00000

0.33150

0.04000

-3.57000

0.04

0.01

0.00000

14.50000

14.46000

0.03000

0.07858

10

Centerview / GS

MS / JPMorgan

Kirkland

Jones / Cooley

Definitive agreement; The agreement has been unanimously approved by the Boards of Directors of both companies and Amicus Board of Directors unanimously recommended that Amicus stockholders vote to adopt the agreement. The transaction is expected to close in the second quarter of 2026, subject to regulatory clearances, approval by the stockholders of Amicus and other customary closing conditions; The acquisition will strengthen BioMarins commercial portfolio, adding two new treatments to the companys existing portfolio of medicines that target lysosomal storage disorders: Galafold (migalastat), the first oral treatment for Fabry disease, and Pombiliti (cipaglucosidase alfa-atga) + Opfolda (miglustat), a two-component therapy for Pompe disease. Amicus also has U.S. rights to DMX-200, a potential first-in-class investigational small molecule for the treatment of focal segmental glomerulosclerosis (FSGS), a rare and fatal kidney disease in Phase 3 development; The acquisition is expected to increase BioMarins long-term CAGR through 2030 and beyond. Both Galafold and Pombiliti + Opfolda have high-growth potential and generated combined net product revenues over the past four quarters totaling $599 million. Based on the Galafold litigation settlements announced today, U.S. exclusivity for Galafold is expected through January 2037; The acquisition will add two therapies to BioMarins Enzyme Therapies Business Unit and provide expansion opportunities for Galafold and Pombiliti + Opfolda across BioMarins global footprint; The acquisition will add revenue immediately after the transaction closes. It is expected to be accretive to Non-GAAP Diluted EPS in the first 12 months after close and substantially accretive beginning in 2027; The consummation of the transaction is subject to customary closing conditions, including approval by the stockholders of Amicus, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other antitrust authority clearances, and other customary conditions; The transaction is not subject to financing conditions. BioMarin intends to finance the transaction through a combination of cash on hand and approximately $3.7 billion of non-convertible debt financing. Morgan Stanley Senior Funding, Inc. is acting as sole lead arranger and has provided a bridge commitment for this amount; Separately, Amicus has resolved the patent litigation it brought in response to Aurobindo Pharmas and Lupin Ltd.s Abbreviated New Drug Applications seeking approval to market a generic version of Galafold 123 mg capsules prior to expiration of the certain Amicus patents; On marketed products, they do not appear to be direct head-to-head competitors in the core disease areas being acquired (Fabry, Pompe). The transaction looks primarily complementary rather than a horizontal consolidation; Outside date June 19, 2026 (will be extended for two automatic three-month periods); Signed CA October 15, 2025; Background: Amicus spent years reviewing strategic alternatives while defending its key drug Galafold from generic challenges and engaging Goldman Sachs and later Centerview as financial advisors. After rejecting a low all stock proposal from Party A in mid 2025, Amicus began discussions with BioMarin which expressed interest in a strategic acquisition while making clear that resolution of the remaining patent litigation was essential. BioMarin made a series of increasing cash offers from 12.50 to 13.50 and then to 14.00 per share as it conducted due diligence, but the Amicus board repeatedly deemed these prices insufficient and pushed for higher value while also authorizing outreach to other potential buyers that ultimately declined to engage. At the same time Amicus pursued settlements of its Hatch Waxman litigation with Aurobindo and Lupin which BioMarin required as a condition to closing and which the board determined were in Amicus best interests regardless of the merger outcome. After further negotiation BioMarin raised its offer to 14.50 per share in cash and made clear it would not go higher, and Amicus agreed in principle once the patent disputes were resolved. The Aurobindo litigation was settled in early December and the Lupin license was fully executed on December 19 which removed the final closing obstacle. With both legal risks addressed and updated financial projections in hand, Centerview and Goldman Sachs delivered fairness opinions, the board concluded the transaction was fair and in the best interests of stockholders, and Amicus and BioMarin signed and announced the merger agreement on December 19 2025; Jan 26 2026 launched notes and term loan financing for merger;

>50% vote target (attained); HSR expiry (filed Jan 21 2026, attained Feb 11 2026); EC (attained Apr 1 2026); Japan;

FONR

FONAR Corporation

CEO / Insiders

30-December-25

30-June-26

Merger

Friendly

Healthcare

19.00000

0.00000

18.81000

116.25000

0.29604

0.20000

-4.14000

0.96579

0.00

0.05

0.00000

19.00000

18.80000

0.19000

0.05305

71

Marshall

Meister / DLA

Moritt

Definitive agreement; FONAR, The Inventor of MR ScanningTM, located in Melville, NY, was incorporated in 1978, and is the first, oldest and most experienced MRI Company in the industry; Buyer is controlled by the previously disclosed acquisition group led by Chief Executive Officer Timothy Damadian and consisting of certain members of the Companys management team and board of directors (the "Board") and third parties (collectively, the "Acquisition Group"); A special committee of the Board, consisting solely of disinterested members of the Board (the "Special Committee"), in consultation with its independent financial and legal advisors, unanimously recommended the entry into the Merger Agreement and the Transaction, and the Board (excluding directors that are members of the Acquisition Group who recused themselves from the vote) unanimously approved the entry into the Merger Agreement; The Transaction is expected to close in the third fiscal quarter of 2026 and is subject to the satisfaction of a number of customary closing conditions more thoroughly described in the Merger Agreement, including the approval at a special meeting of the Companys stockholders (the "Company Stockholders Meeting") by the affirmative vote (i) of the holders of a majority in voting power of the Companys capital stock outstanding and entitled to vote, and (ii) of a majority of the votes cast by disinterested stockholders, and is subject to other customary closing conditions. The Transaction is not subject to any financing conditions; The Transaction is being financed by Buyer through a combination of new debt, new equity and rollover of Company securities. Buyer has secured a commitment for a debt financing facility in the amount of $35 million from OceanFirst Bank, N.A., which commitment is subject to usual and customary closing conditions. The remaining debt of approximately $10 million and equity comprised of approximately $45 million is being provided by members of the Acquisition Group and third party lenders. The third party debt is subordinate to the OceanFirst Bank financing facility; Outside date March 12, 2026 (automatically extended to the later of 90 days following (i) the date the Companys definitive proxy statement on Schedule 14A is filed and (ii) the date, if applicable, upon which any governmental review or investigation, including, without limitation, any review or investigation by the Securities and Exchange Commission (the SEC), is completed); Parent has delivered to the Company (i) an executed bank financing commitment letter (the Bank Commitment Letter) from OceanFirst Bank, N.A. (OceanFirst), pursuant to which, and subject to the terms and conditions set forth in the Bank Commitment Letter, OceanFirst has committed to provide debt financing in an aggregate amount of $35,000,000, (ii) executed debt subscription agreements (the Debt Commitment Agreements) from certain financing sources (including investors in Parent) (each, individually, a Debt Financing Source and, collectively, the Debt Financing Sources), pursuant to which, and subject to the terms and conditions set forth in the Debt Commitment Agreements, the Debt Financing Sources have committed to provide debt financing in an amount of not less than $10,000,000 (the transactions described in the foregoing clauses (i) and (ii), collectively, the Debt Financing), and (iii) executed equity subscription agreements (the Equity Commitment Agreements and, collectively with the Bank Commitment Letter and the Debt Commitment Agreements, the Financing Commitments), from certain investors, pursuant to which such investors have committed, subject to the terms and conditions set forth in the Equity Commitment Agreements, to provide equity financing (comprised of cash and rollover securities) in an amount of not less than $45,000,000 (the Equity Financing and, together with the Debt Financing, the Financing); Valuation: 17.3x EPS (LTM), 7.4x EBITDA (LTM), 1.1x sales (LTM); Background: In July 2025, an Acquisition Group led by Mr. Damadian delivered a non binding proposal to acquire the public shares at a premium. The board formed a Special Committee of independent directors to evaluate and negotiate the proposal. After receiving a supplemental proposal of $17.25 per share, the Special Committee retained independent legal and financial advisors and negotiated over price and terms. Competing expressions of interest from stockholders, including a $24.00 per share non binding indication, did not progress due to lack of financing details and uncertainty regarding shareholder approval given the Acquisition Groups voting power. Following negotiations, the parties agreed to $19.00 per share for the Common Stock and $10.50 per share for the Class A Non voting Preferred Stock, subject to a fairness opinion. On December 23, 2025, the Special Committee received a fairness opinion from Marshall & Stevens concluding the consideration was fair from a financial point of view. The board approved the Merger Agreement, voting agreements were executed, financing commitments were secured, and the transaction was publicly announced. In February 2026, a stockholder filed litigation in Delaware challenging the transaction under Section 203 of the DGCL and alleging that a supermajority vote was required. FONAR disputes the claims. The merger will close if the required vote is obtained and other conditions are satisfied, subject to the outcome of the Section 203 dispute if necessary;

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

GDEN

VICI

Golden Entertainment, Inc.

Blake Sartini / VICI Properties Inc.

06-November-25

30-June-26

Merger

Friendly

Gaming

2.75000

0.90200

28.25000

1249.32251

0.41309

-0.00204

-8.25694

0.25000

0.01

0.00

0.00000

28.23796

28.24000

0.12765

0.02346

71

Macquarie

Santander

Latham

Greenberg

Definitive agreement; Golden Entertainment operates a diversified entertainment platform of gaming and hospitality assets. The Company operates eight casinos and 72 gaming taverns in Nevada, featuring approximately 5,600 slots, 80 table games and 6,000 hotel rooms; Golden stockholders will receive total consideration of a fixed exchange ratio of 0.902 shares of VICI common stock for the sale of seven casino real estate assets and a cash distribution with proceeds from Blake Sartini of $2.75 for each share of Golden stock held at the closing of the transaction; The Company will continue to pay shareholders regular quarterly cash dividends of $0.25 per share through the close of the transaction; An Independent Committee of the Board of Directors (the Independent Committee) was formed to evaluate the transaction. The Independent Committee provided unanimous approval of the transaction and recommended that the Companys stockholders approve the definitive agreement and the transactions contemplated thereby; The proposed transaction, which is expected to close in mid-2026, is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of Golden stockholders. Blake Sartini, Blake Sartini II and affiliated trusts, who own approximately 25% of the voting power of Goldens outstanding shares of common stock, have signed a voting and support agreement in favor of the transaction; Valuation: 41.2x EPS (2026E), 8.2x EBITDA (2026E), 1.89x sales (2026E); The agreement includes a go-shop period through December 5, 2025, during which time Golden and its advisors may solicit, consider and negotiate alternative acquisition proposals from third parties; Outside date February 5, 2027; Background: Goldens board regularly reviewed strategic options and believed the market undervalued its casino business, especially its real estate. From late 2024 through 2025, Golden explored sale-leaseback and opco / propco structures with several parties, including REITs VICI and Party A and financial sponsors Party B and Party C, focusing on tax efficiency and value maximization. VICI and Party A submitted competing non-binding proposals to buy Goldens real estate and lease it back under a long term triple net master lease, while Goldens controlling shareholder, Mr Sartini, expressed interest in acquiring the operating company in an opco / propco deal. The board formed an Independent Committee of disinterested directors, hired Macquarie as its financial advisor and Latham as counsel, and negotiated detailed terms with VICI and Mr Sartini, including structure, financing, lease terms, closing conditions, termination fees and a go-shop period. Macquarie delivered a fairness opinion that the aggregate consideration to Golden shareholders was fair from a financial perspective. On November 5, 2025, the Independent Committee unanimously determined the Master Transaction Agreement and related transactions were fair and in the best interests of Golden and its shareholders and recommended that shareholders approve the deal. During the go-shop process Macquarie contacted 20 potential bidders, but no superior proposal emerged. The Independent Committee concluded that the transactions are substantively and procedurally fair to unaffiliated security holders;

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

GDOT

Green Dot Corporation

Smith Ventures / CommerceOne Financial Corporation

24-November-25

15-May-26

Merger

Friendly

Financial

8.11000

0.00000

12.27000

825.00000

0.20593

1.99000

-0.44000

0.00

0.82

6.12000

14.23000

12.24000

1.98000

7.92741

25

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;

GORO

GGA

Gold Resource Corporation

Goldgroup Mining Inc.

26-January-26

15-May-26

Plan

Friendly

Mining

0.00000

1.44760

1.68000

372.00000

0.37891

-0.16448

-0.57818

0.01

0.00

0.00000

1.50552

1.67000

-0.17384

-0.79907

25

Cormark

Davis / Cassels

Definitive agreement; Goldgroup is a Canadian-based mining company with two high-growth gold assets in Mexico. The company has a 100% interest in the producing Cerro Prieto heap-leach gold mine located in the State of Sonora; The proposed transaction will occur by way of a reverse triangular merger in which the Company will merge with a wholly owned subsidiary of Goldgroup under Colorado law and a plan of arrangement under the Business Corporations Act (British Columbia), with the Company surviving as a wholly owned subsidiary of Goldgroup. Upon completion of the Transaction, GRC stockholders are expected to own approximately 40% of the combined company on a fully-diluted in-the-money basis; The Transaction was unanimously approved by the boards of directors of the Company and Goldgroup. The Transaction is expected to close in the second quarter of 2026, subject to customary closing conditions (including approval by the stockholders of each of the Company and Goldgroup and approval by the Mexican National Antitrust Commission (Comision Nacional Antimonopolio)); Outside date July 31, 2026;

66 2/3 vote target; Majority of minority vote target; >50% vote acquiror; Mexico antitrust COFECE;

GSAT

AMZN

Globalstar, Inc.

Amazon.com, Inc.

14-April-26

31-March-27

Merger

Friendly

Tech

36.00000

0.19260

80.25000

11672.05371

0.23474

-0.67636

-15.79468

0.58000

0.04

0.00

-5.00000

79.52364

80.20000

0.59744

0.00788

345

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;

HSR expiry; Certain HIBLEO-4 replacement satellite milestones; FCC; ANFR, Ministry of Telecoms, Ministry of Space and French telecom regulator (ARCEP);

GTLS

BKR

Chart Industries, Inc.

Baker Hughes

29-July-25

30-May-26

Merger

Friendly

Industrial

210.00000

0.00000

207.89999

13600.00000

0.29959

2.13000

-46.28000

0.02

0.04

0.00000

210.00000

207.87000

2.12000

0.09701

40

Wells

GS / Centerview / MS

Winston

Cleary / WilmerHale

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

>50% vote target (attained); HSR expiry (filed Sept 2 2025, attained Nov 6 2025); Competition Canada (filed Oct 21 2025, attained Feb 19 2026); China SAMR (filed Nov 10 2025, attained Nov 24 2025); South Africa (attained Feb 20 2026); Brazil CADE (attained Nov 26 2025); Receipt of the required state regulatory approvals;

IHS

IHS Holding Limited

MTN Group Limited

18-February-26

30-September-26

Merger

Friendly

Telecom

8.50000

0.00000

8.25000

6200.00000

0.03281

0.26000

-0.01000

0.40000

0.02

0.96

0.00000

8.50000

8.24000

0.25000

0.06922

163

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);

>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;

IMXI

WU

International Money Express, Inc.

The Western Union Company

11-August-25

30-June-26

Merger

Friendly

Financial

16.00000

0.00000

15.90000

500.00000

0.72414

0.11000

-6.61000

0.04

0.02

0.00000

16.00000

15.89000

0.10000

0.03278

71

Financial Technology Partners / Lazard

PJT

Holland

Sidley

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

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

JHG

Janus Henderson Group plc

Trian Fund Management / General Catalyst

22-December-25

30-May-26

Merger

Friendly

Financial

52.00000

0.00000

51.56000

7656.79980

0.24910

0.45000

-9.92000

0.41800

0.05

0.04

0.00000

52.00000

51.55000

0.44000

0.08064

40

GS / Centerview

Jefferies

Wachtell / Skadden

Debevoise / Kirkland

Definitive agreement; Janus Henderson Group is a leading global active asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service. As of September 30, 2025, Janus Henderson had approximately US$484 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide; The investor group includes strategic investors Qatar Investment Authority and Sun Hung Kai & Co. Limited, among others, all of whom are excited to partner with the Company, its employees, and clients; Trian, an investment firm with significant experience investing and operating in the asset management sector, currently owns 20.6% of the Companys outstanding shares and has been a shareholder since 2020 with Board representation since 2022; The transaction was unanimously approved and recommended by the Special Committee after evaluating the transaction with Trian and General Catalyst and completing an extensive review process. Acting upon the recommendation of the Special Committee, the Board subsequently approved the transaction by unanimous vote; The transaction is expected to close in mid-2026 and is subject to customary closing conditions, including receipt of applicable regulatory approvals, client consents, and approval by Janus Hendersons shareholders; The transaction will be funded in part by investment vehicles managed by Trian and General Catalyst (the Investor Group), supported by financing commitments from global investors including, as mentioned above, Qatar Investment Authority and Sun Hung Kai & Co. Limited, as well as MassMutual, and others, along with the roll-over of shares of Janus Henderson currently held by Trian and related parties; Fully committed debt financing is being provided by JPMorgan Chase Bank, N.A, Citi, Bank of America, N.A., Jefferies LLC and MUFG Bank, Ltd; Valuation: 10.5x EPS (2027E), 7.9x EBITDA (2027E), 2.4x sales (2027E); The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time (the Effective Time), Merger Sub will merge with and into the Company (the Merger) in accordance with the Companies (Jersey) Law 1991 (the Companies Law), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent; Outside date June 22, 2026; As a result of the Proposed Transaction, the Company is suspending the payment of the regular quarterly dividend; Background: In October 2020, Trian disclosed a roughly 9.9 percent stake and said it planned to engage the company on strategic and operational initiatives, including possible combinations within asset management. Over the following years, Trian increased its ownership and, after a February 1, 2022 letter agreement, the company expanded its board and appointed two Trian representatives. Trian stopped buying more shares after March 31, 2022, but its ownership percentage rose through the companys repurchase programs, reaching about 20.23 percent as of May 1, 2025 and about 20.7 percent by the time of the proxy statement. Trian internally evaluated potential transactions involving the company, including a possible acquisition, and its representatives periodically discussed strategy, capital structure, and the potential value of bringing in additional institutional partners. On December 27, 2024, the CEO raised with the board the idea of exploring strategic investments by third parties and working with Trian on those discussions, and the board authorized management to begin outreach. Management, sometimes with Trian, met with multiple potential investors to gauge interest in a wide range of structures, from minority or majority investments to joint ventures or a full take private. Several of the parties later became part of the eventual buyer group, but none submitted a proposal until Trian and General Catalyst did in October 2025. On June 24, 2025, the board reviewed the status of investor discussions with outside counsel and received guidance on fiduciary duties and the potential need for an independent special committee because two directors were affiliated with Trian. On October 25, 2025, the CEO told the board he believed Trian and General Catalyst might be preparing a proposal. The next day, the board received a non binding offer from Trian and General Catalyst to acquire all shares not already owned by Trian for $46.00 per share in cash, with Trian rolling over its stake. The company announced receipt of the proposal and formed a special committee of independent directors, chaired by John Cassaday, with broad authority to evaluate the proposal, negotiate, and explore alternatives, and the board agreed it would not proceed with any such transaction without the committees affirmative recommendation. The special committee hired Wachtell Lipton as legal counsel, Goldman Sachs as financial advisor, and Walkers as Jersey counsel. It set a process that included updating and approving managements standalone projections before sharing them with bidders, setting up diligence materials, and confidentially contacting other possible counterparties. A single third party, Party A, expressed preliminary interest and later delivered a non binding indication of interest in the $50 to $52 range, combining cash and Party A stock, but it provided limited detail on stock terms and financing, required Party A shareholder approval, and effectively depended on a voting commitment from Trian. Party A was unable to provide key specifics, and Trian indicated it would not support any bid other than its own. After further review, including a revised Party A letter that did not resolve the same issues, the committee concluded Party As proposal was not actionable and carried meaningful closing and business risks. Meanwhile, the committee advanced negotiations with Trian and General Catalyst. After management proje

>66 2/3% vote target; HSR expiry (attained Feb 23 2026); FINRA; Receipt of consent of advisory clients and funds representing Closing Revenue Run-Rate (as defined in the Merger Agreement) of at least 80% of Base Date Revenue Run-Rate; Jersey Financial Services Commission; UK FCA; Commission de Surveillance du Secteur Financier Luxembourg; Monetary Authority of Singapore; Securities and Futures Commission of Hong Kong;

KORE

KORE Group Holdings, Inc.

Searchlight Capital Partners / Abry Partners

27-February-26

30-June-26

Merger

Friendly

Tech

9.25000

0.00000

9.11000

726.00000

1.32412

0.15000

-5.12000

0.36000

0.01

0.03

0.00000

9.25000

9.10000

0.14000

0.08165

71

Rothschild

TD

Richards / Troutman

Wachtell / Kirkland

Definitive agreement; KORE is a pioneer, leader, and trusted advisor delivering mission critical IoT solutions and services. We empower organizations of all sizes to improve operational and business results by simplifying the complexity of IoT. Our deep IoT knowledge and experience, global reach, purpose-built solutions, and deployment agility accelerate and materially impact our customers business outcomes; Searchlight is a global private investment firm with more than $18 billion in assets under management and offices in New York, London, Miami and Toronto; Abry Partners is one of the most experienced and successful sector-focused private equity investment firms in North America; The members of the KORE Board of Directors voted unanimously in favor of the transaction, at a special meeting by all members present, and was based on the recommendation of a Special Committee of the Board consisting solely of independent directors and advised by independent financial and legal advisors; Abry is presently the beneficial owner of approximately 28% of the Companys issued and outstanding shares of common stock, and Searchlight also is the holder of all of the Companys issued and outstanding Series A-1 preferred stock (with a present liquidation preference of approximately $275 million) and the holder of warrants to purchase approximately 14% of the Companys shares of common stock, on a fully diluted basis; Closing of the transaction is conditioned upon, among other things, approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and approval by the holders of a majority of the votes cast by stockholders other than Searchlight and Abry, Board members who are affiliated with Searchlight and Abry and certain Company officers, receipt of regulatory approvals, including clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, and by the Committee on Foreign Investment in the United States (CFIUS) and other customary closing conditions; In addition, concurrent with the signing of the merger agreement, Cerberus Telecom Acquisition Holdings, LLC, the SPAC sponsor, executed and delivered a voting and support agreement with KORE in favor of the transaction. Searchlight and Abry also executed and delivered, and certain other stockholders holding not more than 2,500,000 shares of common stock of the Company will be asked to execute and deliver, voting, support and rollover agreements with KORE in favor of the transaction; The closing of the transaction is not subject to a financing condition. KORE expects the transaction to close during the second or third quarter of 2026; Outside date August 26, 2026 subject to an extension of the Outside Date to November 27, 2026; Parent has obtained equity financing commitments from the Guarantors in an aggregate amount of $175,000,000 to fund the transactions contemplated by the Merger Agreement. The consummation of the Merger is not subject to a financing condition. The Company is entitled to specific performance, subject to the terms and conditions of the Merger Agreement (including with those conditions with respect to Parent obtaining any alternative debt financing) and the applicable equity commitment, to require each Guarantor to fund its respective equity commitment and Parent to close the Merger, if all closing conditions are met; On February 26, 2026, concurrently with the execution of the Merger Agreement, the Company entered into (i) a Voting and Support Agreement (the Cerberus Voting Agreement) with Cerberus Telecom Acquisition Holdings, LLC (Cerberus), which, directly or indirectly, beneficially owns approximately 8% of the outstanding shares of Company Common Stock; Signed CA October 8, 2025; Valuation: 10.2x EBITDA (2026E), 2.38x sales (2026E);

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

KVUE

KMB

Kenvue Inc.

Kimberly-Clark Corporation

03-November-25

31-October-26

Merger

Friendly

Healthcare

3.50000

0.14625

17.37000

48700.00000

0.46191

0.37124

-5.23115

0.02

0.07

0.00000

17.73124

17.36000

0.57597

0.06333

194

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; UK CMA; China SAMR;

KW

FFH

Kennedy-Wilson Holdings, Inc.

Fairfax Financial Holdings Limited / William McMorrow

17-February-26

28-May-26

Merger

Friendly

Real Estate

10.90000

0.00000

10.90000

6553.65771

0.45917

0.01000

-3.42000

0.01

0.00

0.00000

10.90000

10.89000

0.00000

0.00000

38

Moelis

BofA / JPMorgan

Cravath / Latham / Ropes

Debevoise / Allen

Definitive agreement; Kennedy Wilson is a leading real estate investment company with $31 billion of assets under management in high growth markets across the United States, the UK and Ireland; Consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company (collectively, the KW Management Group), together with Fairfax (collectively, the Consortium); The per share purchase price represents a 46% premium to Kennedy Wilsons unaffected share price as of November 4, 2025, the last trading day prior to a publicly disclosed proposal received by the Company after market close on November 4, 2025 from the Consortium to acquire Kennedy Wilson (the Consortium Proposal); Each member of the Consortium has entered into a voting and support agreement whereby each has agreed to vote in favor of the Transaction; Concurrent with entering into the Merger Agreement, Fairfax has entered into a commitment letter pursuant to which Fairfax has committed to provide the Consortium with funding up to an aggregate amount of $1.65 billion, which is the amount necessary to fund the cash purchase price in respect of the Transaction, the redemption of those preferred shares of the Company not owned by the Consortium, and certain other amounts required to be paid under the terms of the Merger Agreement. The Transaction is not subject to a financing condition; Fairfax is expected to have a majority of the economic interest in the Company immediately following the closing of the Transaction; The Board of Directors of Kennedy Wilson approved the Transaction upon the unanimous recommendation of a special committee of independent directors (the Special Committee), in consultation with its independent financial and legal advisors; The Transaction is expected to close in the second quarter of 2026, subject to the satisfaction of a number of customary closing conditions, including the receipt of (i) the approval by holders of a majority in voting power of the Companys outstanding capital stock entitled to vote on the Transaction, (ii) the approval by a majority of the votes cast by holders of Kennedy Wilson equity securities (other than holders affiliated with the Consortium) and entitled to vote on the Transaction, and (iii) any required regulatory approvals and the expiration or termination of any applicable waiting periods; Under the terms of the Merger Agreement, the Board of Directors of Kennedy Wilson may elect to continue to declare up to two ordinary course quarterly dividends of up to $0.12 per share to the common stockholders until the requisite stockholder approvals for the Transaction are obtained; Outside date November 16, 2026; On February 16, 2026, concurrently with the execution and delivery of the Merger Agreement, the Company entered into Voting and Support Agreements (the Voting Agreements) with each Rollover Stockholder and each holder of the Company Series B Preferred Stock, the Company Series C Preferred Stock and the Company Warrants (collectively, the Security Holders) and, as applicable, Hamblin Watsa Investment Counsel Ltd., a corporation organized under the laws of Canada, pursuant to which, among other things, the Security Holders have agreed to vote all of their shares of Company Common Stock and Company Preferred Stock (based on the number of Company Warrants outstanding and in accordance with the Series B Certificate of Designations and the Series C Certificate of Designations, as applicable) entitled to vote thereon, as applicable, (a) in favor of the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, and (b) against any alternative transactions and certain other specified actions that are intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Transactions, including the Merger, subject to the terms and conditions set forth in the respective Voting Agreement; Signed CA January 14, 2026; Valuation: 22.0x EBITDA (LTM), 12.0x sales (LTM); Background: Public process begins with the November 4, 2025 proposal letter from William McMorrow and Fairfax offering to acquire the shares they did not already own for $10.25 per share in cash. The board responded by forming a special committee to evaluate the proposal. This is the critical first process milestone visible in the publicly accessible filings. The transaction then proceeded to a signed merger agreement on February 16, 2026 at a higher price of $10.90 per share, indicating that there was at least some price movement between the initial insider indication and the final signed agreement. The filings also show that the special committee approved at least the March 15, 2026 amendment to the merger agreement, which indicates the committee remained actively involved post-signing;

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

KZR

AUPH

Kezar Life Sciences, Inc.

Aurinia Pharmaceuticals Inc.

30-March-26

08-May-26

Tender Offer

Friendly

Biotech

6.95500

0.00000

7.40000

-17.88903

0.12177

0.11500

-0.68885

0.09000

-0.07

0.14

0.45000

7.40500

7.29000

0.10500

0.33641

18

TD

Cooley

Definitive merger agreement; Kezar Life Sciences, Inc. is a biotechnology company focusing on small-molecule therapeutics to treat unmet needs in autoimmunity and cancer; One non-transferable contingent value right (CVR), which represents the right to receive: (i) potential payments relating to the ongoing clinical development or disposition of zetomipzomib; (ii) certain proceeds relating to Kezars collaboration with Everest Medicines and Kezars sale of its Sec61based discovery and development program to Enodia Therapeutics; and (iii) 100% of Kezars closing net cash in excess of $50 million, net of certain post-closing CVR-related expenses.; Following a strategic review process conducted by the Kezar board of directors with the assistance of Kezars management and external legal and financial advisors, the Kezar board of directors has unanimously: (i) determined that the acquisition by Aurinia is in the best interests of Kezar and its stockholders, and (ii) approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby; Pursuant to the terms of the Merger Agreement, Aurinia will, through its wholly owned subsidiary, Aurinia Pharma U.S., Inc., and its merger subsidiary, Aurinia Merger Sub, Inc., commence a tender offer (the "Offer") by April 13, 2026, to acquire all outstanding shares of Kezar common stock; The closing of the Offer is subject to certain conditions, including the tender of shares of Kezar common stock representing at least a majority of the total number of outstanding shares, Kezar having closing net cash in excess of $50 million, net of certain post-closing CVR-related expenses and other customary closing conditions; Tang Capital Partners, LP, which holds approximately 9.0% of Kezars outstanding common stock, has signed a tender and support agreement under which it has agreed to tender its shares in the Offer and support the transaction; The transaction is expected to close in the second quarter of 2026; Signed CA March 23, 2026; Outside date June 28, 2026; Background: On March 23, 2026, Kevin Tang, Aurinias CEO and board chair, contacted Kezar management and TD Cowen to explore a transaction. The filing notes that Tang had previously approached Kezar through Concentra Biosciences, an entity he controls, but he proposed that Aurinia instead pursue the acquisition because of perceived strategic and development synergies. Aurinias proposal contemplated a purchase at a $1.5 million premium to closing net cash plus CVRs, including development-based upside tied to zetomipzomib. Kezar and Aurinia signed a confidentiality agreement that same day containing a standstill with customary fall-away provisions. Aurinias board then discussed the opportunity, Tang disclosed his Tang Capital holdings in Kezar and his intent to act as a supporting stockholder, and the board authorized negotiations on substantially those terms. On March 24, 2026, Aurinia informed TD Cowen that its board was comfortable proceeding, received access to Kezars data room, and sent draft merger and CVR agreements. The initial draft proposed $6.955 per share in cash, assumed to equal a $51.5 million equity value or a $1.5 million premium to closing net cash, required Kezar to have at least $50.0 million of closing net cash, and included a 251(h) tender-offer structure, customary MAE carveouts, and a termination fee initially set at $1.545 million. The draft also contemplated a fiduciary-out style ability for Kezar to engage with unsolicited superior proposals. The initial CVR structure included upside from final net cash above $50.0 million, development and royalty milestones tied to zetomipzomib, and proceeds from certain asset dispositions and collaborations. On March 26, 2026, Kezar pushed for a different economics package, seeking roughly $10 million more of upfront value above closing net cash in exchange for removing development-based milestone and royalty CVR components. Tang rejected that trade but indicated Aurinia remained committed and would negotiate constructively over the development CVR terms. Kezars counsel then sent revised drafts that accepted the general development-CVR framework while modifying terms to improve the chance of payment. Subsequent drafting between March 28 and March 29 refined the allocation of post-closing CVR-related costs in the closing-net-cash calculation and moved the termination fee first down to $1.0 million and then to $1.2 million in later drafts. The CVR economics were also narrowed, including shortening the period for post-closing initiation of a zetomipzomib study that could unlock milestone and royalty payments and reducing the time period for eligible asset-disposition proceeds from five years to two years. On March 29, 2026, Aurinias board met again, reviewed the negotiated transaction documents, and after Tang disclosed his interest and left the meeting, the independent directors approved the transaction, the CVR agreement, and the support agreement. On March 30, 2026, Kezar and Aurinia executed the merger agreement, Tang Capital executed the support agreement covering about 9.0% of the shares, and the parties announced the deal before the market opened. Aurinia commenced the tender offer on April 13, 2026;

>50% tender; Net cash > $50 million;

LBRDA

CHTR

Liberty Broadband Corporation

Charter Communications, Inc.

13-November-24

31-December-26

Merger

Friendly

Media

0.00000

0.23600

57.00000

15021.61621

0.30720

0.77892

-12.72442

0.52000

0.03

0.06

0.00000

57.45892

56.68000

1.89527

0.04821

255

JPMorgan

Centerview / Citi

OMelveny

Wachtell

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

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

LEG

SGI

Leggett & Platt, Incorporated

Somnigroup International Inc.

13-April-26

31-December-26

Merger

Friendly

Manufacturing

0.00000

0.14550

11.60000

2500.00000

0.13691

0.33058

-1.10252

0.03

0.23

0.00000

11.90058

11.57000

0.55561

0.06944

255

JPMorgan

GS

Latham

Cleary

Definitive agreement; Leggett & Platt is a diversified manufacturer that designs and produces a broad variety of engineered components and products that can be found in many homes and automobiles. The 143-year-old company is a leading supplier of bedding components and solutions, automotive seat comfort and convenience systems, home and work furniture components, geo components, flooring underlayment, and hydraulic cylinders for material handling and heavy construction applications; Continues vertical integration strategy, enhancing consumer-centric innovation; Expands addressable market in bedding and into non-bedding industries; Reduces financial leverage and drives operating cash flow; Drives immediate adjusted EPS accretion before synergies; Creates meaningful synergy opportunities; As a result of the transaction, Leggett & Platts shareholders will own approximately 9% of the combined company on a fully diluted basis. The agreement has been unanimously approved by the Boards of Directors of Somnigroup and Leggett & Platt; The transaction is currently anticipated to close by year-end 2026, subject to the satisfaction of customary closing conditions, including approval by Leggett & Platts shareholders and receipt of applicable regulatory approvals. The transaction does not require Somnigroup shareholder approval; Following the close of the transaction, Leggett & Platt is expected to operate as a separate business unit within Somnigroup, similar to Tempur Sealy, Mattress Firm, and Dreams, and to maintain its offices in Carthage, Missouri; The combination presents cost synergy opportunities with an expected net positive impact on adjusted EBITDA of $50 million on a fully implemented annual run-rate basis; Valuation: 9.6x EPS (2027E), 6.3x EBITDA (2027E), 5.6x Adj EBITDA after synergies (2027E), 0.63x sales (2027E); Outside date January 13, 2027, or as this date is automatically extended at certain times up until April 13, 2028; Signed CA January 12, 2026; Signed Clean Team agreement April 7, 2026;

>50% vote target; HSR expiry;

LNKB

BHRB

LINKBANCORP, Inc.

Burke & Herbert Financial Services Corp.

19-December-25

01-May-26

Merger

Friendly

Financial

0.00000

0.13500

8.66000

354.20001

0.10583

0.02350

-0.80464

0.04

0.03

0.00000

8.65350

8.63000

0.02512

0.10123

11

Stephens

Keefe

Luse

Troutman

Definitive merger agreement; Expands Burke & Herbert into Pennsylvania and significantly enhances the Companys existing footprint resulting in more than 100 locations across Delaware, Kentucky, Maryland, Pennsylvania, Virginia, and West Virginia; Creates a bank holding company with pro forma total assets of approximately $11.0 billion and pro forma total deposits of approximately $9.1 billion; The transaction is expected to result in a combined earnings per share of approximately $9.18 in the first full year of combined operations (assuming fully realized cost savings); Existing Burke & Herbert shareholders are expected to own approximately 75% of the outstanding shares of the combined company and LINK shareholders are expected to own approximately 25%; The transaction is expected to close in the second quarter of 2026, subject to satisfaction of customary closing conditions, including regulatory approvals and approvals of Burke & Herberts and LINKs common shareholders. LINK directors have entered into agreements with Burke & Herbert pursuant to which they have committed to vote their shares of LINK common stock in favor of the merger. Burke & Herbert directors have entered into agreements with LINK pursuant to which they have committed to vote their shares of Burke & Herbert common stock in favor of the merger; Valuation: 1.52x TBV, 9.7x EPS (2026E); Outside date September 18, 2026; Background: LNKB grew through acquisitions and a 2022 IPO then began exploring strategic options after a 2024 market check and several failed acquisition efforts, which led to discussions in 2025 with Burke & Herbert that progressed from informal talks to detailed modeling showing meaningful accretion and a value above LNKBs trading price. After mutual confidentiality and due diligence, Burke & Herbert submitted and refined a non binding all stock offer with board and management roles for LNKB executives, which LNKB accepted under exclusivity while both sides negotiated definitive documents and a fixed exchange ratio of 0.135. In December 2025 both boards received financial analyses and fairness opinions confirming the transaction was fair, approved the merger unanimously and executed the agreement, support agreements and management employment contracts before announcing the deal publicly; Apr 13 2026 announced receipt of all required regulatory approvals , closing May 1;

>50% vote target; >50% vote acquiror; Fed; FDIC; OCC; Virginia Bureau of Financial Institutions; Pennsylvania Department of Banking and Securities;

MASI

DHR

Masimo Corporation

Danaher Corporation

17-February-26

30-August-26

Merger

Friendly

Healthcare

180.00000

0.00000

178.39999

9900.00000

0.38302

1.61000

-48.24000

0.03

0.03

0.00000

180.00000

178.39000

1.60000

0.02500

132

Centerview / MS

Citi

Sullivan / White

Kirkland

Definitive agreement; Masimo Corporation is a leading specialty diagnostics provider of pulse oximetry and other patient monitoring solutions, primarily in acute care settings; Masimo is expected to be accretive to adjusted diluted net earnings per common share by $0.15 to $0.20 in the first full year and approximately $0.70 in the fifth full year following completion of the acquisition; The transaction is anticipated to close in the second half of 2026 and is subject to customary conditions, including receipt of applicable regulatory clearances and Masimo shareholder approval. Danaher expects to fund the acquisition using cash on hand and proceeds from debt financing; The Board evaluated a broad range of opportunities over the past several months which included pursuing our standalone strategy and engaged with multiple other potential partners. Ultimately, it became evident that this transaction with Danaher was the most value-enhancing path for Masimo and all its stakeholders; Outside date November 16, 2026, which will be automatically extended to February 16, 2027; Signed CA December 11, 2025; Valuation: 27.6x EPS (2027E), 19.0x EBITDA (2027E), 5.66x sales (2027E); Background: Masimos background section is unusually important because it shows this sale process emerged after years of governance conflict and an earlier, unsuccessful strategic review. After Politan disclosed an 8.4% stake in August 2022, Masimo undertook defensive measures and later engaged Morgan Stanley in April 2023 in connection with a possible separation of its consumer business and strategic alternatives. In the second half of 2023, Morgan Stanley contacted several potential acquirors, including Danaher, and six parties signed NDAs. That prior process did not produce a bid, with interested parties citing ongoing Apple litigation and Masimos consumer-business exposure as key obstacles. In February 2024, the board also formed a special committee to evaluate related-party aspects of a possible separation of consumer businesses. The renewed sale process took shape in late 2025. The board concluded that a targeted outreach was preferable to a broader process because of leak risk and execution considerations, and it designated Michelle Brennan and Quentin Koffey as a working group to run the process day to day. On December 3, 2025, Centerview contacted Danaher, Party A, and Party B. Danaher and Party A signed NDAs with standstills containing customary fall-away rights. During diligence, Party A dropped out. Danaher submitted an initial nonbinding indication of interest on January 8, 2026 at $166 per share in cash. On January 9, the board reviewed the offer, discussed whether the price was sufficient, and decided not to proceed on those terms while continuing the process. The board then widened the process selectively. Additional parties were contacted, and Party F reached out on January 21, 2026. Even though the working group believed Party F could face regulatory and financing impediments and was unlikely to move on Masimos desired timetable, the board allowed Party F into the process. Masimo sent Danaher a process letter on January 26 requesting a revised proposal by February 17 and a markup of the merger agreement by February 11. Party F was asked to submit a preliminary proposal by February 10 and to describe its financing and timing. Danaher continued due diligence and on February 10 delivered an improved bid of $180 per share in cash, saying it expected a short timeline and a clean path to regulatory approval. Danahers February 10 draft merger agreement also introduced a burdensome condition concept on regulatory remedies, removed Masimos proposed 2.0% termination fee construct, and shifted certain interim litigation risks back to Masimo. On February 11, the board considered Danahers $180 bid and instructed Centerview to counter at $194 per share as the price required for pre-February 17 exclusivity. Danaher quickly responded that $180 was its best and final offer and imposed a tight deadline, stating it would walk away otherwise. The board met again on February 12 and evaluated four options: push back on Danaher, pivot to Party F or another buyer, accept Danahers terms, or remain standalone. Masimo ultimately agreed to a short exclusivity period for Danaher through the morning of February 17 while the parties finalized diligence and negotiated the merger agreement and voting agreement. Meanwhile, Party F submitted a February 13 indication of interest at $186 per share in cash, backed by a highly confident financing letter, but Party F said it needed more diligence time and expected about a one-year path to closing. On February 14, the board weighed Party Fs higher nominal price against its longer timing, regulatory risk, and the possibility that its price could fall after further diligence. Centerview then delivered its fairness opinion, and on February 16 the board unanimously approved the merger agreement and voting agreement, which were signed later that day and publicly announced before market open on February 17;

>50% vote target; HSR expiry; Austria FCO (attained Apr 15 2026);

MCW

Mister Car Wash, Inc.

Leonard Green & Partners, L.P.

18-February-26

19-May-26

Merger

Friendly

Industrial

7.00000

0.00000

7.00000

3100.00000

0.16473

0.01000

-0.98000

0.67000

0.01

0.01

0.00000

7.00000

6.99000

0.00000

0.00000

29

BofA / Centerview

Morris / Latham

Simpson

Definitive merger agreement; Mister Car Wash, Inc. is the nations leading car wash brand; LGP has been a long-term strategic partner to the Company since its initial investment in 2014 and is currently the beneficial owner of approximately 67% of the Companys outstanding shares of common stock; The transaction was unanimously approved and recommended by a Special Committee of the Mister Car Wash Board of Directors, composed entirely of independent directors and which was advised by its own financial and legal advisors. After receiving the Special Committees recommendation, the Board of Directors unanimously approved the transaction, with all directors affiliated with LGP recusing themselves from the decision; The transaction is expected to close in the first half of 2026, subject to obtaining regulatory approvals and the satisfaction or waiver of other customary closing conditions; Inside date April 20, 2026; Outside date June 18, 2026; Certain financial institutions have severally committed to provide Borrower with a $900 million senior secured first lien incremental term loan facility under the Company Credit Agreement, on the terms set forth in the related debt commitment letter. The obligations of such financial institutions to provide debt financing under the debt commitment letter are subject to a number of customary conditions; Signed CA January 9, 2026; Valuation: 13.1x EPS (2027E), 7.8x EBITDA (2026E), 2.57x sales (2027E); Background: The Company had routinely evaluated its strategy and potential transactions since going public, leading in early 2025 to a formal strategic alternatives process supported by financial and legal advisors. After initial outreach to a broad set of financial sponsors and strategic buyers, only a small number engaged, and by September 2025 three bidders submitted preliminary indications of interest, all at modest premiums. The Company advanced two parties to a final round, but one withdrew and the remaining bidder reduced its price and introduced a more complex and riskier financing structure, diminishing its attractiveness. As third-party interest weakened, the Companys largest shareholder, LGP, submitted a competing proposal to acquire the remaining shares, prompting the formation of an independent special committee to evaluate alternatives and negotiate on behalf of minority shareholders. The special committee retained independent legal and financial advisors, reviewed projections that were viewed as optimistic, and attempted to create competitive tension by re-engaging other bidders and encouraging improved offers. However, alternative bidders ultimately declined to proceed, leaving LGP as the only viable acquiror. The special committee negotiated actively with LGP over price and terms, pushing the initial $6.25 per share proposal higher through multiple rounds. After counterproposals and continued pressure, LGP increased its offer incrementally to $7.00 per share, which represented the high end of all bids received and aligned with valuation analyses, despite the committees view that projections supporting higher values were aspirational. Concurrently, the parties negotiated key deal terms, including financing structure, termination fees, and post-signing go-shop provisions, while ultimately dropping the requirement for a majority-of-the-minority vote due to resistance from LGP and execution risks. By mid-February 2026, following final negotiations and fairness analysis from its financial advisor, the special committee concluded that the transaction at $7.00 per share was fair from a financial perspective and moved forward with the merger agreement; Apr 20 2026 filed PRER14C, closing H1 2026;

HSR expiry (attained Mar 24 2026);

MPX

MCFT

Marine Products Corporation

MasterCraft Boat Holdings, Inc

05-February-26

16-May-26

Merger

Friendly

Consumer

2.43000

0.23200

8.07000

232.20000

-0.21591

0.05680

0.54700

0.05

0.00

0.00000

8.05680

8.00000

0.06162

0.11373

26

Truist

Wells

Alston / Potter

King

Definitive agreement; Marine Products Corporation is a leading manufacturer of recreation and sport fishing powerboats; The combination of MasterCraft and Marine Products brings together two iconic, market leading American recreational marine companies. The combined company will benefit from a more diversified portfolio of leading brands MasterCraft, Crest, Balise, Chaparral, and Robalo in attractive categories supported by advanced product development and manufacturing platforms as well as an expanded dealer network; Upon closing of the transaction, MasterCraft shareholders will own 66.5% and Marine Products shareholders will own 33.5% of the combined company; The transaction has been unanimously approved by the Boards of Directors of both companies and the Special Committee of the Board of Directors of Marine Products. The transaction is expected to be financed through combined cash on hand; The transaction is expected to close in the second calendar quarter of 2026, subject to approval by both MasterCraft and Marine Products shareholders and the satisfaction of other customary closing conditions; LOR, Inc., Marine Products majority shareholder, has entered into a voting agreement to vote in favor of the transaction at the Special Meeting of Marine Products shareholders to be held in connection with the transaction; Valuation: 24.4x EPS (LTM), 31.4x EBITDA (LTM), 0.95x sales (LTM); Signed CA June 19, 2025; Outside date August 5, 2026 ( automatically extended to November 5, 2026); Background: The transaction originated from MasterCrafts strategic review of alternatives in the recreational marine sector. By early August 2025, the MasterCraft board authorized an indication of interest for a stock-and-cash acquisition of Marine Products. On August 12, 2025, MasterCraft formally proposed a transaction that would give Marine Products holders $2.00 per share in cash plus additional MasterCraft stock, with the exact exchange ratio to be set near signing after confirmatory diligence. Marine Products retained Truist as financial advisor and Alston & Bird as counsel as it began evaluating the proposal. Negotiations then evolved through a series of valuation and governance discussions. In October 2025, the parties exchanged forecasts and met in Atlanta for in-person diligence sessions. After further review, MasterCraft on October 28, 2025 authorized a counterproposal that would give Marine Products holders $2.00 in cash and 33.5% of the combined company, implying about $7.90 per share based on October 24 trading. A major theme in the subsequent negotiation was post-closing governance for the Rollins-controlled holders, including how many board seats they would have in the combined company and under what ownership thresholds those rights would fall away. Because the specified stockholders controlled Marine Products, the Marine Products board created a special committee and later engaged Potter Anderson as independent counsel. In late December 2025, the special committee approved a Section 203 waiver to permit preliminary discussions over a voting agreement and governance arrangement and also approved an exclusivity agreement with MasterCraft. The parties then moved into final diligence and document negotiation in January 2026, including onsite diligence at Marine Products on January 6 and an extension of exclusivity through February 7. One negotiation point was the reciprocal termination fee, which moved from a draft 3.9% fee based on implied equity value to a final reciprocal $11.6 million amount. On February 4, 2026, both boards met to consider the final deal. Wells Fargo delivered its fairness opinion to MasterCraft, and Truist delivered its fairness opinion to the Marine Products board. The Marine Products special committee then met separately, reviewed its process and conflict focus, and unanimously recommended the transaction as fair and advisable for Marine Products and its unaffiliated stockholders. Promptly thereafter, the MasterCraft board unanimously approved and recommended the share issuance, and the Marine Products board unanimously approved and recommended adoption of the merger agreement. The parties signed the merger agreement on February 5, 2026;

>50% vote target; >50% vote acquiror; HSR expiry (filed Mar 6 2026);

NATH

SFD

Nathans Famous, Inc.

Smithfield Foods, Inc

21-January-26

15-May-26

Merger

Friendly

Food

102.00000

0.00000

101.24000

450.00000

0.09997

0.88000

-8.39000

0.29900

0.02

0.09

0.00000

102.00000

101.12000

0.87000

0.13323

25

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;

NATL

BCO

NCR Atleos Corporation

The Brinks Company

27-February-26

15-February-27

Merger

Friendly

Financial

30.00000

0.15740

45.46000

6600.00000

0.22618

1.94002

-6.77393

0.02

0.22

0.00000

47.24002

45.30000

2.33683

0.06289

301

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;

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

NFBK

CLBK

Northfield Bancorp, Inc.

Columbia Financial, Inc.

02-February-26

30-September-26

Merger

Friendly

Financial

14.25000

0.00000

13.59000

597.00000

0.15666

0.96000

-1.00521

0.26900

0.04

0.49

0.00000

14.51000

13.55000

0.95000

0.16385

163

RJ

Keefe

Luse

Kilapatrick

Agreement and Plan of Merger; Northfield Bancorp, Inc. is the parent holding company for Northfield Bank. Northfield Bank, founded in 1887, operates 37 full-service banking offices in Staten Island and Brooklyn, New York, and Hunterdon, Middlesex, Mercer, and Union counties, New Jersey; Under the terms of the merger agreement, Northfield will merge into the Holding Company immediately following the completion of the second-step conversion. At the effective time of the merger, each outstanding share of Northfield common stock will be converted into the right to receive either shares of Holding Company common stock or cash, without interest, at the election of the holder, as follows: (i) if the final Independent Valuation is less than $2.3 billion, either 1.425 shares of Holding Company common stock or $14.25 in cash; (ii) if the Independent Valuation is equal to or greater than $2.3 billion and less than $2.6 billion, either 1.450 shares of Holding Company common stock or $14.50 in cash, or (iii) if the Independent Valuation is equal to or greater than $2.6 billion, 1.465 shares of Holding Company common stock or $14.65 in cash. Under the terms of the merger agreement, no more than 30% of the outstanding shares of Northfield common stock issued and outstanding as of the effective time of the merger may be converted into the cash consideration; The combination of the two organizations will create the third largest regional bank headquartered in New Jersey, with pro forma total assets of $18 billion based on financial data as of December 31, 2025; On a pro forma basis at the midpoint of the estimated valuation range for the second-step conversion based on a preliminary independent appraisal, Columbia anticipates that the merger with Northfield would be 50% accretive to Columbias 2027 earnings per share; The merger agreement has been unanimously approved by the Boards of Directors of both Columbia and Northfield. The completion of the merger is subject to the satisfaction of various closing conditions, including the completion of the second-step conversion, the receipt of all required regulatory approvals and the approval of the merger by the stockholders of both Columbia and Northfield. The completion of the second-step conversion is also subject to the satisfaction of various closing conditions, including the receipt of all required regulatory approvals, the approval of the conversion by the depositors and certain borrowers of Columbia Bank and the approval of the conversion by the stockholders of Columbia; The second-step conversion, the conversion offering and the merger are expected to be completed early in the third quarter of 2026; Outside date January 31, 2027; Signed CA December 12, 2025; Valuation: 10.6x EPS (2027E) 0.7x BV;

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

NSA

PSA

National Storage Affiliates

Public Storage

16-March-26

15-August-26

Merger

Friendly

Real Estate

0.00000

0.14000

43.31000

10500.00000

0.34715

0.05500

-11.10434

0.02

0.00

0.00000

43.30500

43.25000

0.43578

0.03177

117

MS

GS / Wells / Eastdil

Clifford

Wachtell / DLA

Merger agreement; National Storage Affiliates Trust is a real estate investment trust headquartered in Greenwood Village, Colorado, focused on the ownership, operation and acquisition of self storage properties predominantly located within the top 100 metropolitan statistical areas throughout the United States. As of December 31, 2025, the Company held ownership interests in and operated 1,063 self storage properties, located in 37 states and Puerto Rico with approximately 69.4 million rentable square feet; Increases Public Storages leading brand and scale in key U.S. markets complementary with existing portfolio to meaningfully enhance omnichannel digital-first platform for customers; New joint venture created with NSA Operating Partnership unitholders with 313 properties providing attractive yield alternative to existing NSA OP unitholders in a tax-efficient way; Both companies Boards of Trustees have unanimously approved the transaction, which is expected to close in the third quarter of 2026, subject to the approval of NSA equity holders, and satisfaction of other customary closing conditions; PSA will repay NSAs existing bank debt and senior unsecured notes while assuming its existing mortgage debt and Series A, B and A-1 preferred shares and units. Public Storage has arranged committed financing of $4.0 billion, to be provided by Goldman Sachs Bank USA and Wells Fargo Bank, National Association, comprised of a $2.0 billion corporate bridge loan and a $2.0 billion joint venture off-balance sheet bridge loan which will become permanent secured mortgage financing; The transaction is expected to be accretive to FFO per share within the first year of closing and approximately $0.35-$0.50 per share accretive upon the full realization of synergies in three to four years; Market shares: #1 (PSA- 13%) acquiring #5 (NSA - 4%); Valuation: 18.5x FFO (2027E), 19.2x AFFO (2027E), 21.5x EBITDA (2027E), 13.9x sales (2027E), 2.7% cap rate; Outside date December 16, 2026;

>50% vote target; HSR expiry;

NSC

UNP

Norfolk Southern Corporation

Union Pacific Corporation

29-July-25

31-March-27

Merger

Friendly

Industrial

88.82000

1.00000

304.03000

85000.00000

0.22926

38.59000

-25.20046

0.03

0.60

0.00000

342.04001

303.45001

45.26142

0.15846

345

BofA

MS / Wells

Wachtell / Sidley

Skadden / Covington

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

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

70.30000

6844.94824

0.07670

1.47132

-3.62486

0.01

0.29

0.00000

71.54132

70.07000

2.60729

0.06588

209

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;

OLPX

Olaplex Holdings, Inc.

Henkel AG & Co. KGaA

26-March-26

24-July-26

Merger

Friendly

Consumer

2.06000

0.00000

2.04000

1434.19995

0.54887

0.03000

-0.70000

0.74600

0.03

0.04

0.00000

2.06000

2.03000

0.02000

0.03839

95

JPMorgan

Ropes

Definitive agreement; Olaplex Holdings, Inc. is a premium hair care brand powered by science-led innovation and the professional hairstylist; Combination pairs OLAPLEXs premium hair care brand with Henkels global reach and resources; Transaction is expected to accelerate OLAPLEXs value creation and expand access to premium, science-led hair-health solutions for stylists and consumers; Advent International (Advent) will fully exit its investment in the Company at close; Since 2019, OLAPLEX has been backed by Advent, which helped scale the Company from a first-of-its-kind product to a science-led brand focused on hair health, supported by meaningful investments across product innovation, brand strength and operational excellence. The Company recently undertook a multi-year transformation program, which enhanced its innovation potential, marketing capabilities and go-to-market model and renewed engagement across stylist and consumer communities; The transaction, which was approved by the OLAPLEX Board of Directors, is expected to close as soon as the second half of 2026, subject to regulatory approvals and other customary closing conditions. Advent, as holder of more than a majority of the voting power of the outstanding shares of OLAPLEX common stock, has approved the transaction by written consent. As a result, no further action by other OLAPLEX stockholders will be required to approve the transaction; Limited overlap in fragmented market; Henkel has 8% market share and Olaplex has 5% market share; Valuation: 24.0x EPS (2027E), 13.9x EBITDA (2027E), 3.25x sales (2027E); Outside date March 31, 2027, which date shall be automatically extended to September 30, 2027;

HSR expiry; Germany FCO; Australia ACCC; United Kingdom CMA;

PEN

BSX

Penumbra, Inc.

Boston Scientific Corporation

15-January-26

11-November-26

Merger

Friendly

Healthcare

273.99240

1.03540

332.78000

14500.00000

0.18376

8.08567

-44.81379

0.04

0.15

0.00000

340.77567

332.69000

9.12230

0.04934

205

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);

PKST

BAM

Peakstone Realty Trust

Brookfield Asset Management

02-February-26

06-May-26

Merger

Friendly

Real Estate

21.00000

0.00000

20.96000

1200.00000

0.34185

0.05000

-5.30000

0.01

0.01

0.00000

21.00000

20.95000

0.04000

0.04448

16

BofA

Citi

Latham

Gibson

Definitive agreement; Peakstone Realty Trust is an industrial real estate investment trust with a strategic focus on the industrial outdoor storage (IOS) sector; Following an offer from Brookfield, our Board of Trustees evaluated the proposed transaction with the assistance of external advisors and determined that it achieves the best value and other terms reasonably available for shareholders and is in the best interests of the Company; In December 2025, Peakstone completed the disposition of all of its office properties, thereby concluding its strategic transformation into an industrial-only REIT. The Companys portfolio comprises 76 industrial properties, consisting of 60 industrial outdoor storage (IOS) properties and 16 traditional industrial properties; The transaction has been unanimously approved by the Peakstone Board and is expected to close by the end of the second quarter of 2026, subject to customary closing conditions, including approval by the Companys shareholders; The definitive agreement includes a 30-day go-shop period expiring at 11:59 p.m. New York City time on March 4, 2026, during which time the Company, with the assistance of its advisors, may actively solicit and consider alternative acquisition proposals and engage in discussions with third parties; As a condition to the transaction, Peakstone has agreed to suspend payment of its regular quarterly dividend, effective immediately, until the earlier of the closing or the termination of the definitive agreement; Outside date August 2, 2026; Signed CA December 24, 2025; Background: The board and management of the company routinely reviewed strategic options to enhance shareholder value, including capital raises, acquisitions, asset sales, joint ventures and share repurchases. Since its NYSE listing the company had also engaged with several shareholders, including activist investors and a party referred to as Shareholder Party A, who discussed potential strategic alternatives and board composition but initially made no formal acquisition proposals. In September 2025 management met with Shareholder Party A, which indicated potential interest in participating in a capital raise or acquiring the company. Around the same time the board discussed activism risks while the company was pursuing a disposition of its office assets. Through the fall the company continued discussions with activist investors but received no proposals. On December 2, 2025 Shareholder Party A informed management that it intended to submit a proposal to acquire the company and possibly nominate trustees. On the same day Parent separately expressed interest in acquiring the company. Later that evening Shareholder Party A submitted a non binding proposal to acquire the company for $17.00 per share in cash. The board reviewed the proposal on December 3 and concluded the price was insufficient for exclusivity but remained open to further discussions. The board also directed its advisors to explore Parents interest. Negotiations then took place regarding a confidentiality agreement with Shareholder Party A. After disagreements over standstill terms and the submission of a trustee nomination notice by Shareholder Party A, the parties ultimately entered into a confidentiality agreement on December 14 with a two month standstill. On December 15 Parent submitted a competing non binding proposal to acquire the company for $20.50 per share in cash and requested exclusivity. The board evaluated both proposals, considered the companys prospects as a standalone entity and sought improved offers. On December 22 Shareholder Party A increased its offer to $18.00 per share while Parent increased its offer to $21.00 per share and stated the price was its best and final offer. After reviewing the proposals and the significant premium offered by Parent, the board authorized entering into exclusivity with Parent through January 31, 2026 and executed confidentiality and exclusivity agreements on December 24. During January 2026 the parties conducted due diligence and negotiated the merger agreement. The company opened a virtual data room, management provided financial projections and legal counsel exchanged drafts of the agreement with Parents advisors. Key negotiation points included the length of the go shop period, the size of termination fees, regulatory covenants, financing cooperation obligations and whether the company could seek specific performance if Parent failed to close. Parent provided equity and debt commitment letters and negotiations continued through late January. The board met several times to review the progress of negotiations and provide guidance to its advisors. The board emphasized the importance of deal certainty, meaningful termination protections and a go shop process that would allow competing bids. After further revisions the parties agreed on final terms including a 30 day go shop period with a short extension, a company termination fee of roughly 1.9 percent during the go shop period and about 4 percent afterward, a parent termination fee of about 14.25 percent and regulatory commitments requiring strong efforts to obtain approvals. On February 1 and February 2, 2026 the board reviewed the final transaction terms, the financing commitments and financial analyses presented by BofA Securities. BofA Securities delivered its fairness opinion that the $21.00 per share cash consideration was fair from a financial point of view to the companys shareholders. After considering the terms of the transaction and the companys alternatives the board unanimously approved the merger agreement, determined the transaction was in the best interests of the company and its shareholders and recommended that shareholders vote in favor of the merger. The merger agreement was executed before market open on February 2, 2026 and the transaction was publicly announced;

>50% vote target;

PRA

ProAssurance Corporation

The Doctors Company

19-March-25

30-April-26

Merger

Friendly

Insurance

25.00000

0.00000

24.66000

1300.00000

0.60875

0.35000

-9.11000

0.04

0.04

0.00000

25.00000

24.65000

0.34000

0.64873

10

GS

Houlihan / Howden

Simpson / Willkie

Mayer

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

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

QRVO

SWKS

Qorvo

Skyworks

28-October-25

31-March-27

Merger

Friendly

Tech

32.50000

0.96000

84.91000

10119.17188

0.14302

4.15560

-6.95114

0.08000

0.01

0.37

0.00000

88.76560

84.61000

5.70187

0.07143

345

Centerview

Qatalyst / GS

Davis

Skadden

Definitive agreement; Qorvo is a leading global provider of connectivity and power solutions; Combines complementary product and technology portfolios and world-class engineering capabilities, creating R&D scale to deliver innovative RF solutions; Advances U.S. manufacturing position and improves factory utilization across manufacturing footprint; Immediately and meaningfully accretive to non-GAAP EPS post-close, with $500 million or more of annual cost synergies within 24-36 months post-close when the companies are fully integrated; Upon closing, Skyworks shareholders will own approximately 63 percent of the combined company, while Qorvo shareholders will own approximately 37 percent; Skyworks plans to fund the cash portion of the transaction using a combination of cash on hand and additional financing. Skyworks has obtained debt financing commitments from Goldman Sachs Bank USA. The transaction is not subject to any financing conditions; The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in early calendar year 2027, subject to the receipt of required regulatory approvals, approval of Skyworks shareholders and Qorvo shareholders and the satisfaction of other customary closing conditions; Starboard Value LP, an approximately 8%shareholder of Qorvo, has signed a voting agreement in support of the transaction; Outside date April 27, 2027, which date may be extended to July 27, 2027 and to October 27, 2027; Signed CA April 8, 2025; Signed Clean Room Agreement October 13, 2025; Valuation: 15.2x EPS (2026E), 10.5x EBITDA (2026E), 2.60x sales (2026E); Background: Skyworks and Qorvo had periodically explored a combination in prior years and both boards routinely reviewed strategic alternatives, including mergers, to enhance stockholder value. In March and April 2025 the parties re-engaged, signed a confidentiality agreement and a joint defense agreement, and began high level discussions focused on strategic rationale, synergies and regulatory risk sharing. From April through mid June 2025 both boards and management teams met frequently, exchanged forecasts through 2027, and modeled significant cost and revenue synergies that supported an all stock merger concept. On May 24 2025 Skyworks delivered an initial all stock proposal: Exchange ratio 1.175 Skyworks shares per Qorvo share, Roughly 9 percent premium. Qorvo responded on June 9 2025 with a counterproposal: Higher exchange ratio of 1.337 shares, about a 22 percent premium. Through June and July 2025 the parties exchanged multiple proposals and counterproposals on exchange ratio and governance. A separate semiconductor company, Party 1, approached Qorvo in June 2025 and pursued parallel talks, giving Qorvo additional leverage and an alternative strategic path. By mid July 2025 negotiations between Skyworks and Qorvo reached an impasse over governance and exchange ratio, leading Skyworks on July 18 2025 to invoke the confidentiality agreement and terminate discussions. During August 2025 Qorvo continued to evaluate options, including Party 1, and concluded it could be open to a revised proposal from Skyworks that included a mix of cash and stock, a higher premium and more value certainty, which would allow flexibility on governance. In late September 2025 Skyworks decided to reengage. On September 28 it proposed 30 dollars in cash plus 0.940 Skyworks shares per Qorvo share, implying about 105 dollars per share and a 13 percent premium, with an 11 member board in which Skyworks would designate nine directors. On September 30 Qorvo countered with 30 dollars in cash plus 1.044 shares, about 110 dollars per share and roughly a 22 percent premium, and a board with eight Skyworks directors and three Qorvo directors. Party 1 declined to improve its proposal and terminated discussions on October 2 2025, leaving Skyworks as Qorvos primary merger partner. On October 3 2025 Skyworks made an improved offer that became the basis for the final deal: 32.50 dollars in cash plus 0.960 Skyworks shares per Qorvo share, Around 107 dollars per share and a 17 percent premium, No financing contingency. On October 5 2025 Qorvos board reviewed the revised offer, assessed Party 1 as unlikely to deliver a superior transaction, and authorized exclusive negotiations and confirmatory due diligence with Skyworks. From early to late October 2025 the parties conducted extensive mutual due diligence across finance, operations, tax, legal and integration planning, supported by FTI Consulting, KPMG and the financial advisors, and negotiated the merger agreement, debt financing commitment and a voting and support agreement with SBV. Both boards received updated long range plans and pro forma models and focused heavily on the size, timing and execution of expected synergies, employee retention arrangements and regulatory risk allocation. On October 27 2025: Centerview delivered a fairness opinion to Qorvos board and Qorvos board unanimously approved the merger agreement and recommended it to Qorvo stockholders. Qatalyst Partners and Goldman Sachs each delivered fairness opinions to Skyworks board and the Skyworks board unanimously approved the transaction, the issuance of Skyworks shares and related agreements, and recommended the stock issuance to Skyworks stockholders. Following these approvals Skyworks and Qorvo executed the merger agreement and Skyworks and SBV executed the voting and support agreement on October 27 2025, and the parties announced the signed merger publicly in a joint press release on October 28 2025 before the Nasdaq market open;

>50% vote target; >50% vote acquiror; HSR expiry (filed Dec 4 2025, Jan 5 2026 received second request from the FTC); China SAMR; Korea; Taiwan; Belgium; France; Germany; Ireland; Italy; Netherlands; Spain; United Kingdom;

SEM

Select Medical Holdings Corporation

Consortium

03-March-26

30-June-26

Merger

Friendly

Real Estate

16.50000

0.00000

16.43000

3900.00000

0.17773

0.14250

-2.35693

0.11800

0.02

0.06

0.00000

16.56250

16.42000

0.13250

0.04218

71

GS

JPMorgan / Wells / Barclays

Skadden / Dechert

Cravath / Ropes / Paul

Definitive agreement; Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. As of December 31, 2025, Select Medical operated 104 critical illness recovery hospitals in 28 states, 38 rehabilitation hospitals in 15 states, and 1,917 outpatient rehabilitation clinics in 39 states and the District of Columbia. At December 31, 2025, Select Medical had operations in 39 states and the District of Columbia; Consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical, and Welsh, Carson, Anderson & Stowe; The Special Committee unanimously determined that the Merger Agreement and the Merger are fair to, and in the best interests of, Select Medicals stockholders that are unaffiliated with the Consortium and recommended approval of the Merger Agreement to the Board. The disinterested members of the Board, acting upon the recommendation of the Special Committee, unanimously approved the Merger Agreement and the Merger and resolved to recommend that Select Medicals stockholders vote to adopt the Merger Agreement; The Merger is expected to close mid 2026, subject to customary closing conditions, including (a) approval by a majority of the votes cast by holders of the shares of outstanding Select Medical common stock that are not held by any members of the Consortium, the Rollover Participants or their affiliates, (b) the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (c) the receipt of certain other required regulatory approvals. The Merger is not subject to a financing condition; J.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners in connection with the committed debt financing of the Consortium; Valuation: 11.6x EPS (2027E), 6.8x EBITDA (2027E), 0.66x sales (2027E); Outside date December 1, 2026 (subject to an automatic extension until March 1, 2027); Parent and Merger Sub have secured committed financing, consisting of a combination of equity financing to be provided by WCAS XIV, L.P. (in such capacity, the Equity Investor), on the terms and subject to the conditions set forth in an equity commitment letter provided by the Equity Investor, and debt financing to be provided by certain lenders, on the terms and subject to the conditions set forth in a debt commitment letter; Signed NDA November 24, 2025;

>50% vote target; HSR expiry;

SEMR

ADBE

Semrush Holdings, Inc.

Adobe

19-November-25

28-April-26

Merger

Friendly

Tech

12.00000

0.00000

12.00000

1624.30396

0.77515

0.01000

-5.23000

0.75000

0.04

0.00

0.00000

12.00000

11.99000

0.00000

0.00000

8

Centerview

Davis

Wachtell

Definitive agreement; Semrush is a leading online visibility management SaaS platform that enables businesses globally to run search engine optimization, advertising, content, social media and competitive research campaigns and get measurable results from online marketing. Semrush offers insights and solutions for companies to build, manage and measure campaigns across various marketing channels; The transaction has been approved by the Board of Directors of both Adobe and Semrush. The transaction is expected to close in the first half of 2026, subject to the receipt of required regulatory approvals and the satisfaction of other customary closing conditions, including the approval of Semrushs stockholders; Adobe has received commitments to vote in favor of the transaction from Semrushs founders and other stockholders representing over 75% of the voting power of Semrush; Outside date August 18, 2026, subject to an extension to November 18, 2026; Signed CA June 17, 2025; The market is fragmented: Semrush itself has only a modest share (~67 %) in the SEO/SEM tool market; Valuation: 28.7x EPS (2026E), 22.6x EBITDA (2026E), 3.18x sales (2026E); The merger partes do not compete horizontally and the transaction does not raise any antitrust issues; Background: Semrushs board regularly reviewed strategic alternatives and engaged advisors as Adobe expressed interest in a potential acquisition beginning in June 2025. After signing an NDA, the parties conducted diligence through July and August, leading to an initial nonbinding offer of $10.00 per share that Semrush rejected as inadequate. Adobe increased its proposal to $10.50 per share, which the board evaluated with the help of Centerview and legal counsel, and a transaction committee was formed to manage negotiations. Semrush sought to improve value by pushing for a higher price and by contacting other potential buyers, though no competing written offers emerged. Adobe later raised its offer to $12.00 per share and requested exclusivity, which the board approved after concluding no superior alternatives were likely. Following extended diligence, negotiations over deal terms, and multiple exclusivity extensions, Centerview delivered a fairness opinion supporting the transaction. On November 18, 2025, the Semrush board unanimously approved the merger agreement, determined the transaction was fair and in the best interests of stockholders, and recommended stockholder approval. Semrush and Adobe executed the merger agreement that day and publicly announced the transaction on November 19, 2025;

>50% vote target; HSR expiry (filed Dec 18 2025);

SILA

OWL

Sila Realty Trust, Inc.

Blue Owl Capital Inc.

20-April-26

29-July-26

Merger

Friendly

Real Estate

30.38000

0.00000

30.41000

2400.00000

0.18997

0.38000

-4.53386

0.02

0.08

0.00000

30.78000

30.40000

0.37000

0.04515

100

BofA

Citi / Truist

Hogan

Kirkland / Dechert

Definitive merger agreement; Sila Realty Trust, Inc., headquartered in Tampa, Florida, is a net lease real estate investment trust with a strategic focus on investing in the growing and resilient healthcare sector. The Company invests in high quality healthcare facilities along the continuum of care in the pursuit of generating predictable, durable, and growing income streams. Silas portfolio comprises high quality tenants in geographically diverse facilities, which are positioned to capitalize on the dynamic delivery of healthcare to patients. As of March 31, 2026, the Company owned 137 real estate properties and three undeveloped land parcels, located in 65 markets across the United States; The transaction, which has been unanimously approved by Silas Board of Directors, is expected to close in the second or third quarter of 2026, subject to approval by Silas shareholders and other customary closing conditions; During the pendency of the transaction, Sila intends, and is permitted to under the merger agreement, to pay up to two regular quarterly dividends; Valuation: 12.9x FFO (2027E), 12.9x AFFO (2027E), 13.4x EBITDA (2027E), 10.9x sales (2027E), 8.3% cap rate; Outside date January 19, 2027; Signed NDA February 6, 2026; The result of a strategic process;

>50% vote target;

SKYT

IONQ

SkyWater Technology

IonQ

26-January-26

30-June-26

Merger

Friendly

Tech

15.00000

0.41017

33.98000

1800.00000

0.11750

1.09000

-2.59000

0.19870

0.03

0.30

0.00000

35.00000

33.91000

1.19152

0.19427

71

GS

Cantor / BofA

Foley

Paul / Joele

Definitive agreement; SkyWater Technology is the largest exclusively U.S.-based, pure-play semiconductor foundry; The combination of IonQ and SkyWater will create the first of its kind, vertically integrated quantum platform company; The stock component is subject to a collar under which SkyWater shareholders will receive IonQ stock valued at $20.00 per SkyWater share, based on the 20-day volume weighted average price of IonQ stock as of three business days before closing, unless such volume-weighted average is greater than $60.13 per share, in which case SkyWater shareholders will receive 0.3326 IonQ shares per SkyWater share, or less than $37.99 per share, in which case SkyWater shareholders will receive 0.5265 IonQ shares per SkyWater share; SkyWater shareholders will own between 4.4% and 6.7% of the combined company under the collar; The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in the second or third quarter of 2026, subject to approval by SkyWater shareholders, receipt of required regulatory approvals and satisfaction of other customary closing conditions; Outside date January 25, 2027 (subject to two automatic 90-day extensions); Signed CA December 21, 2025; Valuation: 23.06x EBITDA (2027E), 2.61x sales (2027E); Background: SkyWaters relationship with IonQ began on a commercial track in 2024 and intensified in late 2025. The filing says IonQ first raised broader strategic alternatives in late November 2025, after earlier discussions had focused on a possible commercial relationship, development partnership, and potential investment. On November 26, 2025, IonQ CEO Niccolo de Masi expressed interest in exploring a broader strategic partnership that could include a joint venture, a direct investment, or an acquisition of SkyWater. The SkyWater board began evaluating the approach in early December 2025. It considered SkyWaters standalone plan, fiduciary duties, and whether to retain a financial advisor. SkyWater then engaged Goldman Sachs as financial advisor. IonQs legal chief sent a draft confidentiality agreement on December 7, 2025, and the parties executed the mutual confidentiality agreement on December 21, 2025. That NDA included a one-year mutual standstill with a customary fall-away and no dont ask, dont waive provision, while still permitting confidential proposals that would not force public disclosure. During mid-December, SkyWater informed IonQ through Goldman Sachs that it was prepared to continue discussions but that IonQ needed to improve both price and consideration mix after diligence. SkyWater emphasized a preference for more cash because cash offered greater certainty of value. IonQ and its advisor Cantor Fitzgerald then pushed diligence and continued talks on valuation, strategic fit, and post-closing plans. By early January 2026, exclusivity and process design became central issues. SkyWaters internal discussions considered whether to approach other bidders, but the board and advisers weighed the low probability of a superior bid, IonQs insistence on exclusivity, and regulatory and national security issues that could complicate a sale to other buyers, especially those with non-U.S. ownership. On January 9, 2026, IonQ submitted a revised written proposal at $32.50 per share in total value, comprised of $14.00 cash and $18.50 in IonQ stock, with a 12% symmetrical collar, again conditioned on exclusivity. The next stage of negotiations focused on economic terms and deal protections. On January 12, 2026, the SkyWater board discussed whether to contact other bidders and again highlighted regulatory and national security issues, as well as the boards view that any alternative buyer might be unlikely to beat IonQ economically. The board authorized a counterproposal seeking $34.00 per share total value with 65% cash and 35% stock. Draft merger and voting agreements were exchanged beginning January 10, and lawyers negotiated intensely around fiduciary-out language, the collar, termination fees, and regulatory covenants. One of the most important negotiated issues was downside protection and regulatory risk allocation. SkyWater pushed for a wider collar, a lower target termination fee, and a reverse termination fee payable by IonQ. IonQ resisted an RTF. On January 20, 2026, IonQ proposed a package with an approximately 18% collar, a 2.86% target termination fee, no reverse termination fee, and a commitment that if regulatory approval failed, IonQ would purchase $100 million of SkyWater stock at $35 per share. SkyWater continued to push for a 25% symmetrical collar and better protection, but the parties eventually settled the collar at $37.99 to $60.13, fixed on January 23, 2026. On January 25, 2026, the parties exchanged final drafts. The SkyWater board met with Goldman Sachs and Foley, reviewed managements reverse due diligence on IonQ, received Goldman Sachs oral fairness opinion later confirmed in writing, reviewed fiduciary duties and management/director interests, and unanimously approved the merger agreement, declared it fair and in the best interests of stockholders, and recommended that stockholders adopt it;

>50% vote target; HSR expiry (filed Feb 20 2026, pulled and refiled Mar 25 2026);

SLAB

TXN

Silicon Labs

Texas Instruments

04-February-26

31-March-27

Merger

Friendly

Tech

231.00000

0.00000

214.53000

7500.00000

0.69082

16.70000

-77.68000

0.03

0.18

0.00000

231.00000

214.30000

16.69000

0.08258

345

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); EC; China SAMR;

SLNO

NBIX

Soleno Therapeutics, Inc.

Neurocrine Biosciences, Inc.

06-April-26

15-May-26

Tender Offer

Friendly

Biotech

53.00000

0.00000

52.72000

2466.79199

0.34211

0.29000

-13.22000

0.01010

0.04

0.02

0.00000

53.00000

52.71000

0.28000

0.08042

25

Centerview / Guggenheim

GS

Wilson

Cooley

Definitive agreement; Neurocrine Biosciences is a leading biopharmaceutical company with a simple purpose: to relieve suffering for people with great needs. We are dedicated to discovering, developing and commercializing life-changing treatments for patients with under-addressed neurological, psychiatric, endocrine and immunological disorders. The companys diverse portfolio includes FDA-approved treatments for tardive dyskinesia, chorea associated with Huntingtons disease, classic congenital adrenal hyperplasia, endometriosis* and uterine fibroids*, as well as a robust pipeline including multiple compounds in mid- to late-phase clinical development across our core therapeutic areas; The acquisition of Soleno and the addition of VYKATTM XR (diazoxide choline), a first-in-class therapy to treat hyperphagia, the defining feature of Prader-Willi syndrome (PWS), will expand Neurocrines portfolio of innovative medicines and strengthen its leadership position in endocrinology and rare disease. Since its FDA approval and successful U.S. launch in the second quarter of 2025, VYKAT XR has demonstrated strong early adoption, generating $190 million in 2025 revenue, including $92 million for Soleno in the fourth quarter alone. When supported by Neurocrines medical and commercial infrastructure, VYKAT XR is expected to continue to improve care for patients with PWS while delivering long-term value to Neurocrine shareholders following the close of the transaction; The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Soleno, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions; The transaction will be funded with cash on hand and Neurocrine plans to optimize its capital structure by taking on a modest amount of pre-payable debt. The transaction is not subject to any financing condition; The boards of directors of both companies have approved the transaction, which is expected to close within 90 days of this announcement, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals; Outside date October 5, 2026; Signed CA September 8, 2025; Valuation: 7.9x EPS (2027E), 5.01x EBITDA (2027E), 3.44x sales (2027E); Background: In the fall of 2025, Soleno CEO and chairman Anish Bhatnagar and Neurocrine CEO Kyle Gano met briefly at a social event, but they did not discuss an acquisition at that time. The sale process began in earnest in early February 2026, when Guggenheim introduced Neurocrines business development team to Soleno. On February 17, 2026, Bhatnagar and Neurocrines Samir Siddhanti discussed VYKAT XR and Solenos profile, and Siddhanti indicated Neurocrine was interested in evaluating a possible acquisition. On February 20, 2026, Siddhanti reported that the Neurocrine board had authorized management to begin due diligence. Later that day Soleno sent over a confidentiality agreement, which was signed on February 24, 2026. That NDA included a customary standstill but no dont ask, dont waive limitation, which left Neurocrine free to make a private approach. Following NDA execution, Soleno opened a virtual data room, answered diligence requests, and held diligence sessions with Neurocrine and its advisors. The disclosure specifically notes a March 12, 2026 discussion regarding information recently received from the European Medicines Agency, suggesting that regulatory diligence around Solenos lead asset was a live part of the process. On March 18, 2026, Gano told Bhatnagar that Neurocrine would submit a nonbinding proposal to acquire Soleno for $50.00 per share in cash, which he sent later that day. That initial proposal did not address retention, employment, or compensation arrangements for Soleno management after closing, and Neurocrine wanted to negotiate and announce by April 6. On March 19, 2026, Bhatnagar told Gano that the Soleno board believed the company was worth more and that additional diligence could support a higher price. Neurocrine continued diligence discussions through March 20 and March 25. On March 30, 2026, Gano told Bhatnagar that Neurocrine would offer $53.00 per share in cash as its best and final price, and later that day delivered the revised written proposal. That same evening, Neurocrines counsel, Cooley, sent a draft merger agreement to Solenos counsel, Wilson Sonsini. Between March 31 and April 4, counsel negotiated the major legal terms, including the company termination fee, the reverse antitrust termination fee, the MAE carveouts, Parents antitrust obligations, and the closing conditions. On April 2, 2026, Cooley also sent a draft tender and support agreement, which the parties negotiated over the next several days. On April 5, 2026, the parties finalized and signed the merger agreement and support agreements, and on April 6 they announced the transaction;

>50% tender; HSR expiry (filed April 10 2026);

SNCY

ALGT

Sun Country Airlines

Allegiant

12-January-26

13-May-26

Merger

Friendly

Industrial

4.10000

0.15570

17.34000

1500.00000

0.19764

-0.03096

-2.86926

0.02

0.00

0.00000

17.19904

17.23000

-0.01359

-0.01244

23

GS

Barclays

Milbank

Skadden

Definitive merger agreement; Sun Country Airlines is a new breed of hybrid low-cost air carrier, whose mission is to connect guests to their favorite people and places to create lifelong memories and transformative experiences.; Upon closing, Allegiant and Sun Country shareholders will own approximately 67% and 33%, respectively, of the combined company on a fully diluted basis; Allegiant expects to achieve $140 million in annual synergies within three years following the closing and integration, primarily driven by the ability to provide more customers with more options across the combined network; Transaction expected to be accretive to earnings per share one year post closing, while enhancing long-term financial results; The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the second half of 2026, subject to receipt of U.S. federal antitrust clearance and other required regulatory approvals, the approval of both companies shareholders and other customary closing conditions; Outside date January 11, 2027, subject to certain extensions if needed to obtain required regulatory approvals; Signed CA September 16, 2025; Valuation: 8.5x EPS (2027E), 5.3x EBITDA (2027E), 1.14x sales (2027E); Background: The transaction between Allegiant and Sun Country emerged from a series of informal interactions between senior executives over time, reflecting a long-standing strategic awareness between the two companies. Initial discussions as early as October 2024 were exploratory and did not result in active negotiations. Throughout mid-2025, Allegiant repeatedly declined to engage meaningfully due to competing strategic priorities, including internal initiatives and asset divestitures. A shift occurred in September 2025 when Allegiant formally re-engaged and executed a confidentiality agreement with Sun Country, initiating a structured process. Sun Country responded by retaining Goldman Sachs as its financial advisor and beginning formal board-level evaluation of strategic alternatives. Early board discussions emphasized fiduciary duties, standalone prospects, and alternative transactions, including potential acquisitions by Sun Country itself. Allegiant delivered its first formal proposal on November 5, 2025, which Sun Country viewed as undervaluing the company. The Sun Country board rejected the offer and signaled a preference for greater stock consideration. Subsequent negotiations involved iterative proposals, with Allegiant increasing the stock component and overall value while maintaining a bilateral process and resisting broader market outreach. The Sun Country board explicitly considered but ultimately rejected conducting a market check due to concerns over confidentiality, execution risk, and Allegiants expectation of exclusivity. Negotiations intensified through late November and early December, culminating in a best and final proposal from Allegiant that materially increased consideration and ownership participation for Sun Country shareholders. Following agreement on economic terms, the parties conducted mutual due diligence and entered detailed negotiations over merger agreement provisions. Key areas of contention included termination fees, the scope of regulatory obligations, the inclusion of a go-shop, the treatment of a significant customer relationship, and whether a tax opinion should be a closing condition. These terms were heavily negotiated over multiple drafts, with both boards actively engaged. The reverse termination fee was a central issue, with significant divergence between the parties before settling on a $30 million compromise. The parties also negotiated the scope of remedies available in the event of breach and the treatment of key risks within the MAE definition. Concurrently, both parties developed synergy estimates and aligned on exchange ratio mechanics. By January 10, 2026, the parties resolved the remaining open issues, including treatment of equity awards and final merger agreement provisions. On January 11, 2026, both boards unanimously approved the transaction after receiving fairness opinions from their respective financial advisors, and the merger agreement was executed and publicly announced;

>50% vote target; >50% vote acquiror; HSR expiry (attained Mar 13 2026); U.S. Federal Aviation Administration; U.S. Department of Transportation (attained Apr 15 2026); U.S. Department of Homeland Security;

SSTK

GETY

Shutterstock

Getty Images Holdings, Inc.

07-January-25

30-April-26

Merger

Friendly

Consumer

9.50000

9.17000

18.21000

1325.28418

0.10040

0.23337

-1.43838

0.31000

0.02

0.14

0.00000

18.32337

18.09000

0.05714

0.12200

10

Allen

Berenson / JPMorgan

White

Skadden

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

>50% vote target; >50% vote acquiror (attained Jan 7 2025); HSR expiry (filed Jan 28 2025, pulled and refiled Mar 3 2025, Apr 2 2025 received second request from the DOJ, attained Feb 23 2026); Extension or refinancing of Getty Images existing debt obligations; UK CMA (phase 1 inquiry launched Aug 22 2025, phase 2 inquiry launched Oct 20 2025);

STEL

PB

Stellar Bancorp, Inc.

Prosperity Bancshares, Inc.

28-January-26

01-July-26

Merger

Friendly

Financial

11.36000

0.38030

37.70000

2002.00000

0.19472

0.11929

-6.03173

0.08800

0.04

0.02

0.00000

37.73929

37.62000

0.25822

0.03529

72

Keefe

Norton

Wachtell

Definitive merger agreement; Stellar Bank operates fifty-two (52) banking offices in greater Houston, Beaumont and surrounding areas and Dallas, Texas. As of December 31, 2025, Stellar, on a consolidated basis, reported total assets of $10.807 billion, total loans of $7.301 billion and total deposits of $9.021 billion; The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close during the second quarter of 2026, subject to the receipt of required regulatory approvals, approval by Stellars shareholders and the satisfaction of other customary closing conditions; Valuation: 1.81x TBV, 17.9x EPS (2026E), 10.7x Adj EPS after synergies (2026E); Outside date January 27, 2027 (extends to April 27, 2027); Background: Stellars board and management conducted an ongoing strategic review of its long-term prospects, industry conditions, and consolidation trends, weighing the benefits of remaining independent against pursuing a sale. After an unsuccessful attempt to acquire another institution in mid-2025, the board shifted focus toward exploring a potential sale of the company and engaged KBW to identify and contact potential acquirers. Following outreach to nine parties, several expressed interest, leading to non-disclosure agreements and preliminary discussions with multiple banks, including Companies B, C, D, and Prosperity. By late November and early December 2025, Stellar received non-binding indications of interest from Company B, Company D, and Prosperity. Prosperitys proposal, which included a mix of stock and cash and a higher implied valuation than competing bids, was viewed as the most attractive, particularly due to its partial cash component that reduced downside risk. The Stellar Board decided to proceed exclusively with Prosperity, terminated discussions with other bidders, and entered into an exclusivity agreement while commencing mutual due diligence. Throughout December 2025 and January 2026, Stellar and Prosperity negotiated key terms of the transaction, including governance, employee retention, compensation, and merger agreement provisions, with oversight from a special committee of independent directors and advice from financial and legal advisors. The parties also negotiated the structure of the merger agreement, including termination fees, regulatory obligations, and interim operating covenants, while finalizing employment arrangements for key executives and staff. On January 27, 2026, after reviewing the final terms, financial analyses, and fairness opinion from KBW, the Stellar Board determined that the transaction was advisable and in the best interests of shareholders. The board approved the merger agreement and recommended it to shareholders, and the transaction was executed and publicly announced on January 28, 2026; Apr 22 2026 received all regulatory approvals, closing July 1;

>50% vote target; Fed; FDIC; Texas Department of Banking;

STKL

SunOpta Inc.

Refresco

06-February-26

23-April-26

Plan

Friendly

Food

6.50000

0.00000

6.49000

1172.65100

0.34576

0.02000

-1.65000

0.19500

0.04

0.01

0.00000

6.50000

6.48000

0.01000

0.20637

3

Lazard / Scotia

MS

Faegre / Davies / Wildeboer

Simpson / BJ

Definitive agreement; SunOpta delivers customized supply chain solutions and innovation for top brands, retailers and foodservice providers across a broad portfolio of beverages, broths and better-for-you snacks. With over 50 years of expertise, SunOpta fuels customers growth with high-quality, sustainability-forward solutions distributed through retail, club, foodservice and e-commerce channels across North America; Refresco is the leading independent beverage solutions provider for preeminent global and local beverage brands, with production in North America, Europe, and Australia. Refresco offers an extensive range of product and packaging combinations from carbonated soft drinks, juices, RTD teas and mineral waters to energy drinks, sports drinks and plant-based beverages in carton, (Aseptic) PET, cans and glass; Strategic combination expands Refrescos North American capabilities; Expected to close in the second quarter of 2026, subject to customary closing conditions; The transaction, which has been unanimously approved by the boards of directors of both companies, will be implemented by way of a statutory court-approved plan of arrangement under the Canada Business Corporations Act. It is expected to close in the second quarter of 2026, subject to satisfaction of customary closing conditions, including receipt of court and regulatory approvals and subject to SunOpta shareholder approval; Morgan Stanley Senior Funding, Inc. and KKR Capital Markets LLC have provided committed financing for the transaction; Outside date November 6, 2026 (auto extended three months); As a condition and inducement to Parents willingness to enter into the Arrangement Agreement and concurrently with the execution and delivery of the Arrangement Agreement, certain funds managed by Oaktree Capital Management, L.P. ("Oaktree") entered into a voting and support agreement (the "Oaktree Voting and Support Agreement") with Parent and Purchaser pursuant to which they have agreed to, among other things, vote all the Common Shares and Special Shares beneficially owned or controlled by them in favor of the Arrangement and consent to the exchange of all the Series B-1 Preferred Stock beneficially owned by them in accordance with the Plan of Arrangement. Such Common Shares and Special Shares represent approximately 19.5% of the votes entitled to vote on the Arrangement at the Meeting; Signed CA June 10, 2025; Valuation: 16.3x EPS (2027E), 8.8x EBITDA (2027E), 1.19x sales (2027E); Background: The company spent most of 2025 exploring transformational strategic options, including acquisitions and a possible sale, and formed an independent special committee to oversee the process and manage conflict concerns. After initial outreach and discussions with several private equity parties, Parent emerged as the most credible buyer and made a series of increasing non binding offers that the company repeatedly pushed higher based on its internal value tied to a three year plan. With Lazard advising the company and Scotia Capital advising the special committee, the company ran a competitive diligence process with Parent and two other bidders, but their indications were lower and carried more financing and execution risk. On February 3, 2026 Parent delivered a time limited $6.50 per share final proposal and, despite a late oral $6.70 indication from another party with uncommitted financing and incomplete diligence, the special committee and board relied on fairness opinions and judged Parent offered the best value with the highest closing certainty. The parties finalized terms overnight, executed the arrangement agreement and voting support agreements on February 6, 2026, and announced the deal before market open;

66 2/3 vote target; Competition Canada; HSR expiry (attained Mar 31 2026); <5% dissent;

TALK

UHS

Talkspace, Inc.

Universal Health Services, Inc.

09-March-26

07-July-26

Merger

Friendly

Healthcare

5.25000

0.00000

5.19000

835.00000

0.10294

0.07000

-0.42000

0.14000

0.04

0.14

0.00000

5.25000

5.18000

0.06000

0.05537

78

Wells

JPMorgan

Cravath

McDermott

Definitive agreement; Talkspace is a leading virtual behavioral healthcare company, with a network of approximately 6,000 licensed professionals that serve all 50 states, Washington, D.C., and Puerto Rico; UHS intends to finance with borrowings pursuant to its existing revolving credit facility; Excluding one-time costs related to the acquisition, the transaction is expected to be slightly accretive to UHS adjusted net income attributable to UHS per diluted share (as defined below) duringthe first twelve months post-closing and increasingly accretive thereafter. The acquisition broadens UHS access to commercially insured populations nationwide, serving to diversify payor mix while laying a scalable platform for sustained growth through expanded and new outpatient and virtual behavioral health services; The transaction was unanimously approved by the respective Boards of Directors of UHS and Talkspace; The transaction, which is expected to close during the third quarter of 2026, is subject to approval by Talkspaces stockholders, satisfaction of regulatory approvals and other customary closing conditions; From 10-K: "Our key competitors in the telehealth and teletherapy markets are Teladoc Health, Inc., Lyra Health, Inc., Spring Care, Inc., and LifeStance Health Group Inc., among other industry participants."; TALK has 8-12% market share while BetterHelp (Teladoc Health) has 55%-65% market share, Headspace Health (Headspace + Ginger) has 6-8%, Lyra Health has 5-7%, Spring Health has 4-6%, Brightside Health has 2-4%, Cerebral has 2-4%; Valuation: 25.9x EPS (2027E), 16.7x EBITDA (2027E), 2.44x sales (2027E); Outside date December 9, 2026 (as such date may be extended to March 9, 2027); Background: Talkspaces board and management had been evaluating strategic alternatives for some time as part of ongoing reviews of the companys performance, growth prospects, public market valuation, and the broader virtual behavioral health environment. Those reviews included considering whether the company should remain independent, pursue acquisitions, or pursue a sale. The board formed a Transaction Committee in September 2025 to evaluate strategic alternatives and retained Wells Fargo as financial advisor and Cravath as legal counsel. UHS contacted management on September 26, 2025 to discuss a possible transaction, and the company then began a broader outreach process with multiple potential counterparties. The process developed into a real auction. Management presentations were given to roughly 14 potential counterparties, diligence calls were coordinated with numerous parties, and on November 18, 2025 first-round process letters were sent to parties that had signed NDAs. By the December 17, 2025 first-round deadline, the company received several initial non-binding proposals, including UHS at $4.05 to $4.25 per share, Party C at $4.00, Party F at $4.22, and Party J at $3.51 to $3.79, along with other activity involving Consortium A and additional parties. The Transaction Committee then advanced UHS and several other bidders into a second round, granted data room access, and circulated auction drafts of the merger agreement. UHS appears to have separated itself in diligence intensity and execution readiness. From late December 2025 through February 26, 2026, UHS conducted extensive due diligence. On February 26, 2026 UHS submitted a binding offer at $5.00 per share in cash with no financing contingency and no further due diligence condition, but it also required negotiation of new employment agreements with six senior managers and contemplated a retention pool. No other bidder submitted a binding proposal by the requested deadline. The independent directors then met without management to assess the offer, partly because of the management-retention component, and negotiated both economic and contractual points with UHS, including regulatory efforts, deal protections, and management arrangements. Negotiations intensified between February 28 and March 9, 2026. On March 2, Talkspace sent back a draft merger agreement that tightened UHSs regulatory efforts obligations compared with an earlier buyer draft, reduced the company termination fee from the earlier 3.75% concept to 3.50% in the companys draft, removed state healthcare law approval as a closing condition in that draft, and still did not include a reverse termination fee. The parties continued to negotiate the merger agreement, disclosure schedules, voting agreements, and employment offer term sheets for retained executives. On March 6, the board reviewed a substantially final form of the merger agreement, Wells Fargo updated the board on negotiations, and the board authorized execution if the open employment matters could be resolved. On March 9, 2026, the parties finalized and executed the merger agreement and related voting agreements, and UHS separately finalized employment offer term sheets with six executives;

>50% vote target; HSR expiry (filed Mar 27 2026); Washington and Illinois state healthcare laws;

TECK

NGLOY

Teck Resources Limited

Anglo American plc

09-September-25

31-December-26

Merger

Friendly

Mining

0.00000

2.66020

58.27000

16139.44434

0.01339

4.63626

0.79800

0.02

0.00

-2.09500

62.89626

58.26000

5.88729

0.14774

255

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;

TERN

MRK

Terns Pharmaceuticals, Inc.

Merck

25-March-26

04-May-26

Tender Offer

Friendly

Biotech

53.00000

0.00000

52.84000

5700.00000

0.06000

0.17000

-2.83000

0.04

0.06

0.00000

53.00000

52.83000

0.16000

0.08203

14

Centerview / Jefferies

Freshfields

Covington

Definitive agreement; Terns lead candidate TERN-701 is an investigational oral allosteric BCR::ABL1 tyrosine kinase inhibitor currently in Phase 1/2 development for certain patients with CML; The transaction has been approved by both Mercks and Terns Boards of Directors; The acquisition is subject to a majority of Terns stockholders tendering their shares in a tender offer that will be initiated by a subsidiary of Merck. The closing of the proposed transaction will be subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions; The transaction is expected to be accounted for as an asset acquisition and close in the second quarter of 2026; Minimal current overlap (no marketed competing drugs); Outside date September 24, 2026 (automatically be extended up to two times, to December 24, 2026 and then to March 24, 2027); Signed NDA September 28, 2023; Background: Merck and Terns had prior business development contact, but the active sale process described here began in January 2026. On January 25, 2026, Terns CEO Amy Burroughs told Merck that Terns had received another all-cash acquisition proposal at a premium and asked Merck to indicate value and interest quickly. Merck first submitted a non-binding proposal on February 5 at $61 per share. Terns then amended the confidentiality agreement on February 6 to add a customary standstill, while preserving Mercks ability to make confidential proposals to the CEO or board and omitting a dont ask, dont waive feature. Terns opened a virtual data room, sent a draft merger agreement, and the parties began negotiating the fee structure, antitrust efforts standard, and MAE definition while Merck continued diligence, including on TERN-701 and updated CARDINAL data. The negotiation became more difficult in mid to late February because Merck wanted more diligence and more updated clinical data before fixing value, while Terns pushed for speed. Drafts moved back and forth on the company termination fee and on whether Parent would have any divestiture or remedy obligation for antitrust clearance. Merck proposed increasingly buyer-friendly antitrust language, including an explicit rejection of a hell-or-high-water standard, while Terns sought some remedy commitment. Merck was also contacted by the financial press on February 20 regarding a possible deal, which it relayed to Terns. After receiving additional updated clinical materials on March 5 and finishing confirmatory diligence, Merck returned with a revised bid on March 18 at $50 per share. Terns, through Centerview, indicated on March 19 that its board would be prepared to move forward at $56 per share. Merck then increased to $52 per share and finally stated that $53 per share was its best and final price. The parties then finalized the merger agreement with a $235 million company termination fee, a $270 million reverse termination fee in certain antitrust failure scenarios, and an anti-hell-or-high-water antitrust efforts standard. The merger agreement was signed on March 24, 2026 and announced the next morning. The filing also states that Merck did not discuss post-closing employment arrangements with Terns management before signing;

>50% tender; HSR expiry;

THR

CECO

Thermon Group Holdings, Inc.

CECO Environmental Corp.

24-February-26

30-June-26

Merger

Friendly

Industrial

10.00000

0.68400

52.41000

2200.00000

0.26843

0.26852

-10.82676

0.15200

0.03

0.02

0.00000

52.42852

52.16000

0.49094

0.04934

71

MS

Citi / TD

Sidley

Gibson

Definitive agreement; Thermon Group Holdings, Inc. is a diversified industrial technology company and a global leader in industrial process heating solutions; The combination will meaningfully extend CECOs leadership in industrial environmental and thermal solutions by adding Thermons established position in process heating, heat tracing and temperature management, creating a world-class industrial solutions platform. Thermons technologies will enhance CECOs exposure to durable secular trends, including energy transition, power generation, industrial reshoring, infrastructure development, decarbonization, and tightening environmental regulations, while deepening its role in mission critical customer applications where reliability, safety and efficiency are essential. The combination brings together two highly complementary businesses, creating opportunities to accelerate growth through expanded customer relationships and global reach; Unlocks significant value through cost synergies: The combined company is expected to generate approximately $40 million of annual cost synergies within 36 months; Thermon shareholders will have the ability to elect to receive, for each share of Thermon common stock they own, one of the following forms of consideration: (i) mixed consideration consisting of $10.00 in cash and 0.6840 shares of CECO common stock, (ii) all-cash consideration of $63.89 per share, or (iii) all-stock consideration of 0.8110 shares of CECO common stock per share, in each case subject to proration and allocation procedures designed to ensure that the aggregate amount of cash and stock paid in the transaction does not exceed specified limits; Upon completion of the transaction, CECO and Thermon shareholders are expected to own approximately 62.5% and 37.5%, respectively, of the combined company; Jason DeZwirek, Chairman of the Board of Directors of CECO, and certain related holders have agreed to vote, subject to certain exceptions, shares beneficially owned by them, representing approximately 15.2% of the aggregate voting power of CECO, in favor of the transaction; The transaction, which has been unanimously approved by the board of directors of both companies, is anticipated to close in mid-2026, subject to satisfaction of customary closing conditions; CECO has obtained a committed financing package from BofA Securities, Inc; Outside date August 24, 2026 (subject to a limited extension to November 23, 2026 for the sole purpose of obtaining antitrust clearances); In connection with, and concurrently with the entry into, the Merger Agreement, the Parent entered into a debt commitment letter (the Commitment Letter) dated February 23, 2026 with Bank of America, N.A. and BofA Securities, Inc. (BofA), pursuant to which BofA has committed, subject to satisfaction of standard conditions, to provide the Parent with an incremental term loan facility in an aggregate principal amount of $200 million (the Committed Loan Facility) and contemplates utilizing up to $365 million of revolving credit loans under the Parents existing credit facility, subject to obtaining certain requisite amendments under the Parents existing credit facility; Signed CA September 25, 2025; Valuation: 27.9x EPS (2027E), 17.5x EBITDA (2027E), 3.97x sales (2027E); Background: The transaction between CECO Environmental Corp. and Thermon Group Holdings, Inc. emerged from a strategic review focused on scale, industrial diversification, and margin expansion opportunities within complementary end markets. Management teams at both companies had previously been aware of each other due to overlapping exposure to industrial, energy, and environmental solutions markets, and over time each company evaluated potential strategic combinations that could enhance their competitive positioning and expand their addressable markets. In early 2026, senior management of CECO Environmental began more active discussions regarding inorganic growth opportunities, including the potential acquisition of Thermon. These discussions were driven by CECOs interest in expanding its thermal and industrial services capabilities and Thermons established position in industrial process heating solutions. Initial conversations between the parties focused on strategic fit, potential synergies, and valuation expectations, with both sides recognizing that a combination could create a more diversified industrial platform with improved cross-selling opportunities and operational efficiencies. Following these preliminary discussions, the parties entered into more formal engagement, including the exchange of non-public information to facilitate due diligence. During this phase, CECO conducted a detailed review of Thermons financial performance, operations, customer base, and growth prospects, while Thermon evaluated CECOs business, stock consideration, and the strategic rationale for the transaction. Advisors to both companies were engaged to assist in evaluating the transaction, structuring the consideration, and negotiating the terms of a potential merger agreement. As discussions progressed, the parties negotiated key economic and structural terms, including the mix of cash and stock consideration, governance arrangements for the combined company, and expected ownership percentages. Particular focus was placed on balancing cash consideration with stock issuance in order to align shareholder interests and maintain an appropriate capital structure for the combined entity. The parties also negotiated the election mechanics that would allow Thermon shareholders to choose among cash, stock, or mixed consideration, subject to proration to maintain agreed aggregate limits. The boards of directors of both CECO and Thermon were actively involved throughout the negotiation process. Management and financial advisors regularly updated the boards regarding strategic rationale, valuation analyses, potential synergies, and risks associated with the transaction. The boards cons

>50% vote target; >50% vote acquiror; HSR expiry (attained Apr 2 2026);

TPH

1911

Tri Pointe Homes, Inc.

Sumitomo Forestry Co., Ltd.

13-February-26

30-April-26

Merger

Friendly

Real Estate

47.00000

0.00000

46.90000

4500.00000

0.28521

0.11000

-10.32000

0.02

0.01

0.00000

47.00000

46.89000

0.10000

0.08086

10

Moelis

MS

Paul

Morrison

Definitive agreement; Founded in 2009, Tri Pointe Homes has grown into one of the nations leading homebuilders with a strong presence across the Western, Southwestern, and Southeastern United States; Supports expansion of affordable U.S. housing supply in addition to accelerating growth of Tri Pointe Homes high-quality homebuilding operations and providing U.S. homebuyers with a broader array of housing options; Deepens Sumitomo Forestrys U.S. investment with addition of Tri Pointe Homes more than 150 active communities and presence across 13 high-growth states; For more than 20 years, Sumitomo Forestry has consistently invested in locally led builders across the U.S. homebuilding industry, with one of its stated strategic pillars being the continued expansion of the number of homes the Company delivers to U.S. homebuyers; Subject to and in accordance with the terms and conditions of the merger agreement, which was unanimously approved by the boards of directors of both companies, an indirect wholly owned subsidiary of Sumitomo Forestry will merge with and into Tri Pointe Homes, with Tri Pointe Homes continuing as a wholly owned subsidiary of Sumitomo Forestry America, Inc. Completion of the transaction is expected in the second quarter of 2026, subject to certain conditions, including approval of the merger by Tri Pointe Homes stockholders and other customary conditions. The transaction is not subject to a financing condition; Sumitomo Forestry already operates multiple U.S. homebuilding brands (examples reported include DRB Group, Bloomfield Homes, Edge Homes, MainVue Homes, and Brightland Homes, among others); Valuation: 16.4x EPS (2027E), 9.6x EBITDA (2027E), 1.34x sales (2027E); Outside date August 13, 2026; On February 13, 2026, Parent obtained a debt financing commitment of the Japanese yen equivalent of $5.4 billion from a certain financial institution, which will be used to finance a portion of the consideration due under the Merger Agreement and fees and expenses related to the Transactions, subject to the terms and conditions set forth in the related debt commitment letter; Signed CA December 22, 2025; Inside date Mar 14 2026; Background: The Companys board and management regularly reviewed long term strategy and potential alternatives to enhance stockholder value, including acquisitions divestitures and other strategic options. Moelis, through its ordinary course industry coverage, held periodic discussions with both the Company and Sumitomo Forestry America and its parent regarding the U.S. housing market and possible industry transactions. Early meetings in 2024 were introductory and focused on business philosophy culture and market conditions, with Company leadership updating the board afterward. Engagement deepened in 2025 when Company leaders visited Tokyo at Parents invitation for executive meetings and site tours, where Parent highlighted its U.S. growth plan and its Mission TREEING 2030 objective of delivering about 23,000 homes annually in the U.S. by 2030. Through the second half of 2025 discussions continued, and in November Parents leadership described a strategic fit and indicated its board would consider an acquisition offer. Company management emphasized the Company was not for sale but would consider proposals that created value for stockholders. On December 1 2025 Parent submitted a preliminary non binding cash proposal of 41.00 per share with no financing contingency and an expectation to complete diligence and sign within about 45 days. The board concluded the price was inadequate and rejected it through Moelis. After further dialogue about valuation and intrinsic value, Parent submitted a revised non binding proposal on December 11 2025 at 45.00 per share, still with no financing contingency. The board met on December 15 2025 to review fiduciary duties receive preliminary projections through 2030 and consider Moelis preliminary analyses. The board authorized negotiating a confidentiality agreement to allow deeper diligence aimed at prompting an improved offer and formally engaged Moelis as its financial advisor. A confidentiality agreement with customary standstill terms was executed on December 22 2025 and Parents advisors began extensive diligence through a virtual data room that was continually updated through February 12 2026. A proposed diligence plan in late December and early January created tension because it did not clearly reflect an expected revised offer. After the Company pressed the point Parent agreed it would provide a revised indication of interest after receiving certain materials and holding diligence sessions, including financial and business diligence calls and meetings in early to mid January. On January 16 2026 Parent submitted a further revised non binding proposal at 47.00 per share in cash. Parent framed this as the maximum valuation authorized by its board and pointed to macro concerns including the yens depreciation against the dollar, while also expressing a desire to sign and announce on February 13 2026. The Companys board met on January 18 2026, reviewed Moelis analyses and weighed volatility and the low likelihood of a higher third party bid against the risk of losing momentum. The board chose not to seek a higher price and instead focused on deal certainty and protective terms, setting conditions that included a 2 percent termination fee and limited closing conditions largely confined to stockholder approval and U.S. antitrust clearance. Negotiations over these terms continued immediately. Parent countered with a termination fee that stepped up after 30 days, and discussions also covered whether any additional third party approvals would be closing conditions. By January 21 2026 Parent agreed to the key conditions subject to agreeing an inside date, and the board authorized moving forward at 47.00 per share while also permitting management to engage on compensation and retention topics. Draft merger documentation began cir

>50% vote target; HSR expiry (filed Mar 17 2026, attained Apr 16 2026);

TWO

Two Harbors Investment Corp.

CrossCountry Mortgage, LLC

27-March-26

30-September-26

Merger

Friendly

Financial

10.80000

0.00000

10.98000

1124.88281

-0.00461

0.17000

0.02

0.00

0.00000

11.14000

10.97000

0.16000

0.03296

163

Houlihan

Citi

Jones

Simpson

Definitive merger agreement; Two Harbors Investment Corp. is an MSR-focused REIT and one of the largest servicers of conventional mortgages in the country through its wholly-owned subsidiary RoundPoint Mortgage Servicin; CrossCountry Mortgage is the nations number one distributed retail mortgage lender with more than 8,000 employees operating over 700 branches and servicing loans across all 50 states, D.C. and Puerto Rico; In connection with entering into the merger agreement with CrossCountry, TWO has terminated its previously announced merger agreement, dated December 17, 2025, with UWM Holdings Corporation (NYSE: UWMC). CrossCountry, on behalf of TWO, agreed to pay the termination fee of $25.4 million to UWMC in accordance with the terms of the UWMC merger agreement. TWOs special meeting of stockholders to approve the UWMC merger, which was scheduled to be held on April 7, 2026, has been canceled; Valuation: 7.4x EPS (2027E); The combination of CCM, the nations largest distributed retail mortgage lender, with TWOs mortgage servicing rights portfolio and RoundPoints mortgage servicing platform, creates a fully integrated mortgage company; Prior to the closing of the merger, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all completed quarterly periods. TWO does not intend to pay a partial dividend for the quarter in which the closing occurs in the event the closing does not occur as of quarter-end; The TWO Board of Directors has unanimously approved the merger agreement and recommends that TWO stockholders vote to approve the transaction; The transaction is expected to close in the second half of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory approvals. The transaction is not subject to any financing condition; NDA / confidentiality agreement with CCM: October 14, 2025; Outside date / End Date: March 27, 2027; Background: The board had been evaluating strategic alternatives for some time, including growth as a standalone REIT, asset sales and purchases, diversification, and potential business combinations. Houlihan Lokey contacted several potential counterparties in October 2025, and TWO and CCM entered into a non-disclosure agreement on October 14, 2025. Although CCM was in the process early, UWMC moved first into a signed deal path and TWO ultimately entered into a merger agreement with UWMC before CCM later re-emerged. CCMs path was uneven. In November and December 2025, CCM participated in the process and discussed financing and valuation mechanics, but it was not initially prepared to offer the same execution profile TWO wanted. On December 21, 2025, CCM told Houlihan Lokey it would stop pursuing a competing transaction, citing reluctance to lock in a fixed price and the burden of arranging committed financing, including funding the preferred stock redemption. That left UWMC as the signed alternative while its HSR and S-4 process moved forward in early 2026. The deal process changed in March 2026. TWO received a renewed unsolicited CCM proposal on March 17, 2026, and the board and ad hoc committee determined it could reasonably be expected to lead to a superior proposal under the UWMC merger agreement. TWO notified UWMC and began discussions with CCM. On March 20, CCM delivered an executed financing commitment letter for a $2 billion secured loan facility. Around the same time, UWMC revised its own proposal and Company A also made competing approaches, forcing the board to compare a fixed all-cash CCM alternative with more conditional or stock-based alternatives. On March 24, 2026, CCM improved its bid to a fixed $10.80 per share all-cash price, which triggered a new match-right period for UWMC under the existing merger agreement. Company A also revised its proposal, and UWMC submitted another revised bid that attempted to deliver cash equivalency through a VWAP-based formula tied to UWMC stock. The board viewed UWMCs structure as materially less certain because stockholders would still bear market risk and execution risk in monetizing UWMC shares. UWMC also accused TWO of breaching obligations under the prior merger agreement, and TWO rejected those claims through counsel. At the decisive March 26, 2026 board meeting, Jones Day reviewed the final CCM terms, including the fixed cash price, the absence of a financing condition, and CCMs financing commitments. Houlihan Lokey delivered its fairness opinion. The board focused on certainty of value, committed financing, and the lack of financing contingency, and unanimously concluded that CCMs proposal remained the superior proposal relative to UWMCs revised bids. The next morning, March 27, 2026, TWO and CCM signed the merger agreement, and TWO terminated the UWMC merger agreement. CCM paid the $25.4 million UWMC termination fee on TWOs behalf;

>50% vote target; HSR expiry;

TXNM

TXNM Energy

Blackstone Infrastructure

19-May-25

30-September-26

Merger

Friendly

Utilities

61.25000

0.00000

59.01000

11500.00000

0.27951

3.09500

-10.46959

0.02

0.23

0.00000

62.09500

59.00000

3.08500

0.12090

163

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;

>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; FCC;

UDMY

COUR

Udemy, Inc.

Coursera, Inc.

17-December-25

30-September-26

Merger

Friendly

Tech

0.00000

0.80000

5.01000

558.56421

0.18287

0.00800

-0.76622

0.07

0.01

0.00000

5.00800

5.00000

0.06145

0.02773

163

MS

Qatalyst

Wilson

Wachtell / Cleary

Definitive merger agreement; Udemy is an AI-powered skills acceleration platform transforming how companies and individuals across the world build the capabilities needed to thrive in a rapidly evolving workplace; Generates meaningful operating efficiencies, including anticipated annual run-rate cost synergies of $115 million within 24 months of closing, and enhances capacity for sustained investment in AI-driven platform innovation, rapid product development, and durable growth initiatives; Upon the closing of the transaction, existing Coursera stockholders are expected to own approximately 59% and existing Udemy stockholders are expected to own approximately 41% of the combined company; The transaction has been unanimously approved by the Boards of Directors of both Coursera and Udemy. The transaction is expected to close by the second half of 2026, subject to the receipt of required regulatory approvals, approval by Coursera and Udemy shareholders, and the satisfaction of other customary closing conditions; In connection with the transaction, Insight Venture Partners and New Enterprise Associates, key shareholders of Udemy and Coursera, respectively, as well as Andrew Ng, the Chairman of the Board of Directors of Coursera, have entered into support agreements and agreed to vote in favor of the transaction; Valuation: 12.9x EPS (2026E); 6.2x EBITDA (2026E), 0.69x sales (2026E); Outside date December 17, 2026 (automatically extended until March 17, 2027, and if as of the Termination Date, as so extended, certain conditions related to the receipt of regulatory approvals have still not been satisfied or waived, then the Termination Date will be automatically extended until June 17, 2027); Signed NDA November 24, 2025; Background: Coursera and Udemy periodically reviewed strategic alternatives and began exploring a potential combination in early 2024, with Udemy forming a board strategic committee and the parties signing confidentiality and short term exclusivity arrangements. Coursera made an all stock proposal in April 2024 and Udemy favored pursuing it over an unsolicited cash approach from a financial sponsor, but the companies ended talks after considering the uncertainty around upcoming earnings and stock price reactions. Udemy then ran a market check, found limited interest beyond the sponsor, and ultimately ended its strategic review when no actionable alternatives emerged. In 2025 Coursera evaluated outreach from another public company but rejected a preliminary mixed cash and stock proposal, then re engaged Udemy and submitted new proposals that were initially rejected over valuation and ownership expectations. In November 2025 negotiations restarted in earnest, Udemy countered for higher pro forma ownership and ran a targeted market check that produced interest but no bids. The parties converged on a fixed all stock exchange ratio of 0.800 Coursera shares per Udemy share with governance terms giving Udemy three of nine board seats and Coursera retaining the CEO role. After mutual due diligence, both boards received fairness opinions from their advisors, approved the transaction and executed the merger agreement and voting agreements, then announced the deal on December 17, 2025;

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

UHG

United Homes Group, Inc.

Stanley Martin Homes, LLC

23-February-26

03-June-26

Merger

Friendly

Real Estate

1.18000

0.00000

1.19000

221.00000

-0.50420

0.00000

0.70000

0.02

0.00

0.00000

1.18000

1.18000

-0.01000

-0.06817

44

Vestra

Paul

Definitive agreement; United Homes Group is a publicly traded homebuilder headquartered in Columbia, South Carolina, focused on delivering attainable single-family homes across high-growth markets in the Southeast, primarily serving entry-level and first-time move-up buyers; Under the terms of the agreement, United Homes shareholders will receive $1.18 per share in cash. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions; The transaction has been approved by the Mergers & Acquisitions Committee (the Special Committee) and Board of Directors of United Homes; Valuation: 0.53x sales (2027E); Following the execution of the Merger Agreement, on February 22, 2026, Michael P. Nieri and certain of his affiliates, who collectively hold approximately 70% of the total voting power of the outstanding Shares of Company Common Stock, executed and delivered to the Company a written consent (the Written Consent) adopting the Merger Agreement and approving the Transactions, including the Merger; Outside date August 22, 2026; Background: The Board and management had been regularly reviewing the Companys strategy and, over time, began considering strategic alternatives, including a potential sale, merger or remaining independent. To ensure independence given the presence of a controlling stockholder, the Board formed a Special Committee in March 2025 with full authority to evaluate and negotiate any potential transaction and retained independent legal and financial advisors After assessing the Companys position, including its subscale size, weak operating performance, leverage, and challenging macro conditions in the homebuilding sector, the Special Committee determined in April 2025 to pursue a broad auction process. A large number of potential buyers were contacted, but interest proved limited, with only a small subset engaging and even fewer submitting preliminary bids, generally valuing the Company near book value. Through mid-2025, the process narrowed to a single credible bidder, Stanley Martin, as other parties withdrew or declined to proceed. Stanley Martins proposal evolved over time, with price reductions reflecting deteriorating operating performance, diligence findings and broader market conditions. The Special Committee evaluated this proposal against the alternative of remaining independent, noting significant risks to the standalone path, including declining performance, high public company costs, covenant pressure, and potential liquidity constraints. The controlling stockholder was invited to participate but declined to pursue a take-private transaction, ultimately indicating conditional support for a third-party sale. Negotiations with Stanley Martin continued, including discussions around structure, exclusivity, termination fees and diligence, but the buyer further reduced its valuation and ultimately withdrew from the process in October 2025, citing market conditions and valuation gaps. Following the failed sale process, the Special Committee concluded that no actionable transaction was available despite extensive outreach. The Company therefore shifted to pursuing its standalone strategy, albeit with necessary cost-cutting measures. This period also led to governance tensions, including disagreements with the controlling stockholder and multiple director resignations after he declined to accept conditions related to management control and cost reductions. Subsequent inbound interest from other parties and renewed engagement from Stanley Martin led to additional proposals at significantly lower valuations, which the Special Committee evaluated but continued to negotiate in an effort to maximize value. Ultimately, after considering all alternatives and competing proposals, the Company determined to proceed with the most credible available transaction while rejecting inferior and highly conditional offers;

UNF

CTAS

UniFirst Corporation

Cintas Corporation

11-March-26

31-December-26

Merger

Friendly

Business Services

155.00000

0.77200

261.75000

5500.00000

0.76189

30.74724

-94.98037

0.66667

0.04

0.24

0.00000

290.74725

260.00000

33.38887

0.18879

255

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);

>50% vote target; HSR expiry; Competition Canada;

VAL

RIG

Valaris Limited

Transocean Ltd.

09-February-26

30-September-26

Scheme

Friendly

Industrial

0.00000

15.23500

90.97000

5800.00000

0.31576

1.88880

-20.34059

9.00000

0.03

0.08

0.00000

92.62880

90.74000

2.96268

0.07460

163

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;

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

VECO

ACLS

Veeco Instruments Inc.

Axcelis Technologies, Inc.

01-October-25

30-September-26

Merger

Friendly

Tech

0.00000

0.35750

48.71000

2004.08862

0.14710

-0.88163

-6.99963

0.04

0.00

0.00000

47.70837

48.59000

-0.29128

-0.01337

163

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);

VRE

Veris Residential, Inc.

Affinius Capital / Vista Hill Partners

23-February-26

28-May-26

Merger

Friendly

Real Estate

19.00000

0.00000

18.92000

3400.00000

0.23217

0.09000

-3.49000

0.05600

0.02

0.03

0.00000

19.00000

18.91000

0.08000

0.04138

38

JPMorgan / MS

UBS / GS

Weil

Skadden

Definitive merger agreement; Veris Residential, Inc. is a forward-thinking, Northeast-focused, Class A multifamily REIT; Affinius Capital is an integrated institutional real estate investment firm focused on value creation and income generation, with $61 billion in assets under management; This Transaction is the culmination of Veris strategic transformation and a comprehensive review of strategic alternatives conducted by the Company and assisted by financial advisors J.P. Morgan and Morgan Stanley & Co. LLC. Following inbound interest, the Company and its advisors engaged with a broad group of potential counterparties, including financial sponsors, sovereign wealth funds, pension funds and multifamily investment platforms. The Transaction has been unanimously approved by Veris Board of Directors and is expected to close in the second quarter of 2026, subject to approval by Veris shareholders and other customary closing conditions; Financing for the transaction will consist of a combination of equity investments and debt, including a $2.08 billion committed senior secured bridge loan facility. The Company expects to distribute its regular quarterly cash dividend on its common stock for the first quarter of 2026 but has agreed to suspend any dividends thereafter; Following the unanimous recommendation of the Transaction by the Boards Strategic Review Committee, Veris Board unanimously approved the Transaction; Bow Street LLC, which manages funds that beneficially own approximately 5.6% of the Companys outstanding shares, has agreed to vote its shares in favor of the transaction subject to the terms of a Support Agreement; Goldman Sachs & Co LLC is the lead arranger and underwriter on the bridge loan. UBS Securities LLC is also acting as co-arranger and underwriter on the bridge loan; Outside date August 23, 2026; Concurrently with the execution of the Merger Agreement, Parent has delivered to the Company fully executed Equity Commitment Letters relating to the commitment of each Sponsor, severally and not jointly, to invest, or cause to be invested, directly or indirectly, in the equity capital of Parent the amount set forth in each Sponsors respective Equity Commitment Letter, solely for the purpose of funding the payment of the applicable portion of the aggregate Merger Consideration, the Common Unit Merger Consideration and the Preferred Unit Merger Consideration and all other amounts payable pursuant to the Merger Agreement, including any related fees, costs and expenses. In addition, each Equity Commitment Letter provides a guarantee in respect of Parents payment obligations with respect to certain fees, costs and expenses under the Merger Agreement; Concurrently with the execution of the Merger Agreement, Parent directly or indirectly obtained an executed debt commitment letter pursuant to which the lenders party thereto have committed, subject to the terms, conditions precedent and special reserves provisions contained in such letter, to provide debt financing in the amounts set forth therein, to enable Parent to consummate the Mergers and make certain payments required under and in connection with the Merger Agreement; Concurrently with the execution of the Merger Agreement on February 23, 2026, Parent entered into a Support Agreement (the Support Agreement) with funds managed by Bow Street LLC (collectively, the Supporting Stockholder) with respect to Shares owned of record or beneficially by the Supporting Stockholder, representing 5.6% of the outstanding shares; Signed CA July 18, 2025; Valuation: 25.1x FFO (2027E), 30.9x AFFO (2027E), 23.9x EBITDA (2027E), 11.7x sales (2027E), 1.4% cap rate; Signed NDA July 18, 2025; Outside / termination date: August 23, 2026; Background: Veriss board created a Strategic Review Committee in June 2020 to evaluate ways to unlock stockholder value, not just third-party sale offers. Over time, the board and SRC reviewed strategic alternatives, including acquisitions, divestitures, and other value-maximizing steps, while also engaging with outside parties that showed preliminary interest. Those earlier discussions did not progress beyond preliminary stages, other than the process that led to this transaction. The sale process formally accelerated when Affinius and Vista Hill submitted an unsolicited non-binding proposal on June 10, 2025 at $17.25 per share. The SRC reviewed the proposal with J.P. Morgan and Weil, concluded it undervalued the company, but authorized further diligence discussions. After back-and-forth over an NDA, Affinius and Vista Hill entered confidentiality agreements on July 18, 2025 that included standstills with customary dont ask, dont waive and fall-away features. The Buyer Group later received diligence and continued discussions with the company and its advisors. The Buyer Group next raised its offer to $18.00 per share on September 5, 2025. The SRC and board again concluded that price was inadequate and formally rejected it on September 25, while signaling willingness to consider a revised proposal that better reflected intrinsic value. Around the same period, another financial sponsor, identified as Party A, contacted management and later entered into a confidentiality agreement. On October 29, 2025, the Buyer Group increased its bid to $18.65 per share. Around that time the company engaged Morgan Stanley alongside J.P. Morgan, and the SRC decided not only to continue working with the Buyer Group but also to conduct a broader market check. The companys advisors contacted 21 potential buyers, including sponsors, sovereign wealth funds, pension funds, and multifamily platforms. Thirteen executed confidentiality agreements, but only the Buyer Group and Party A engaged in significant negotiations. GIC joined the Buyer Groups confidentiality arrangements in November 2025. Party A submitted an initial $17.50 proposal in mid-November and later improved it to $18.05 in early December. As the market check progressed, the Buyer

>50% vote target;

WBD

PSKY

Warner Bros. Discovery, Inc.

Paramount, a Skydance Corporation

08-December-25

30-September-26

Merger

Friendly / Hostile

Media

31.00000

0.00000

27.33000

100000.00000

1.47209

3.68000

-14.78000

0.03

0.20

0.00000

31.00000

27.32000

3.67000

0.32611

163

Allen / JPMorgan / Evervore

Centerview / RedBird / BofA / Citi / M Klein / LionTree

Wachtell / Debevoise

Cravath / Latham

Definitive merger agreement on Feb 23 2026 at $31.00; Unsolicited tender offer launched Dec 8 2025 at $30.00 cash per share; Offer provides superior value, and a more certain and quicker path to completion to WBD shareholders; Equity to be backstopped by Ellison Family and RedBird Capital in addition to debt fully committed by Bank of America, Citi and Apollo; Obligation to take offer directly to WBD shareholders over concerns they were not presented most compelling and superior transaction; Netflix transaction provides WBD shareholders with inferior and uncertain value, a protracted and uncertain multi-jurisdictional regulatory clearance process, a complex and volatile mix of equity and cash, and ownership of Global Networks as a standalone overleveraged company whose future trading value is uncertain; Combined business will execute on a $6+ billion cost synergy opportunity, in addition to the more than $3 billion in standalone cost efficiencies that Paramount expects to achieve in its current transformation plans; The proposed transaction will not be subject to any financing condition and will be financed by new equity backstopped by Paramounts well-capitalized principal equity holders, and $54 billion of debt commitments from Bank of America, Citi and Apollo; Valuation: 12.5x EBITDA (2026E), 2.92x sales (2026E); Background: Paramount and Warner Bros. held intermittent merger discussions in 2023 and 2024 that did not result in an agreement. After Paramount completed its merger with Skydance in August 2025 and Warner Bros. announced plans to separate its business, Paramount began pursuing Warner Bros. more urgently. Between September and December 2025, Paramount made six increasingly higher acquisition proposals, raising its offer from $19 per share to $30 per share in all cash. Each proposal emphasized committed financing, regulatory certainty, and speed to close. Warner Bros. repeatedly rejected the offers, provided minimal written feedback, and declined to engage in substantive negotiations or document markups. Paramount ultimately submitted a fully financed $30 per share all cash offer on December 4, 2025, backed entirely by the Ellison family and RedBird, with signed debt commitments and no regulatory financing conditions. Warner Bros. did not respond to the proposal or request further changes. Later on December 4, news reports indicated Warner Bros. had entered exclusivity with Netflix. On December 5, Warner Bros. announced a merger agreement with Netflix valued at $27.75 per share using a mix of cash and stock and subject to debt adjustments and higher regulatory risk. Paramount contends its offer was superior in value, certainty, and regulatory path, and that Warner Bros. failed to conduct a fair or interactive sale process. Paramounts board approved proceeding with a tender offer, which was formally launched on December 8, 2025; Dec 17 2025 WBD rejected PSKY tender offer, reiterates support of NFLX merger; Background: The WBD Board spent much of 2024 and 2025 evaluating strategic alternatives, including a planned tax free separation of its Global Linear Networks and Streaming and Studios businesses. During this period, WBD received multiple unsolicited acquisition proposals from PSKY, which the Board repeatedly rejected due to inadequate valuation, lack of voting rights for WBD stockholders, weak or conditional equity financing, significant regulatory uncertainty, and restrictive interim operating covenants that threatened WBDs financial flexibility. After media leaks and renewed PSKY interest in September 2025, WBD initiated a formal strategic alternatives review in October 2025. This process attracted interest from several parties, most notably Netflix and Company A, alongside PSKY. Netflix and Company A entered the process promptly, signed confidentiality agreements, and engaged constructively in diligence. PSKY was slower to engage, sought unusual concessions, and repeatedly violated process norms and confidentiality expectations. Following revised bids on December 1, 2025, the WBD Board determined that Netflix offered the best combination of value, certainty, regulatory protection, and operational flexibility. Netflix improved its proposal further by increasing cash consideration, strengthening regulatory commitments, and agreeing to flexible interim covenants. In contrast, PSKYs final proposals continued to present substantial execution risk, opaque financing backed by a revocable trust rather than firm family commitments, heightened regulatory exposure due to foreign investors, and inflexible financing constraints.On December 4, 2025, after extensive deliberation and receipt of fairness opinions from its financial advisors, the WBD Board unanimously approved the Netflix merger agreement and recommended it to stockholders. WBD and Netflix executed the merger agreement that evening and announced the transaction the following morning. PSKY subsequently launched an unsolicited tender offer on substantially the same terms previously rejected by the Board. After reviewing the offer and its associated risks, the WBD Board unanimously recommended that stockholders reject the PSKY offer and reaffirmed its recommendation in favor of the Netflix merger; Dec 22 2025 PSKY added irrevocable personal guarantee from Larry Ellison for $40.4 billion of equity financing; Jan 7 2026 WBD board rejected PSKY tender offer, does not meet the criteria of a "Superior Proposal"; Jan 12 2026 PSKY announced intention to launch proxy battle; Feb 23 2026 WBD determines revised $31.00 proposal from PSKY could reasonably be expected to lead to a "Company Superior Proposal"; Feb 26 2026 WBD board determined the revised proposal from PSKY constitutes a Company Superior Proposal, NFLX declines to match; The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in Q3 2026, subject to customary closing conditions, including regulatory clearances and a

>50% vote target ; HSR expiry (filed Dec 8 2025, received second request Feb 9 2026, attained Feb 19 2026); EC; Competition Canada (filed Mar 12 2026); UK CMA; German FCO (attained Jan 27 2026); China SAMR (filed Apr 20 2026);

WBS

SAN

Webster Financial Corporation

Banco Santander, S.A.

03-February-26

30-September-26

Merger

Friendly

Financial

48.75000

2.05480

72.32000

12300.00000

0.15286

2.36835

-7.53316

0.04

0.24

0.00000

74.67835

72.31000

2.66989

0.08458

163

JPMorgan / Piper

Centerview / GS / BofA

Wachtell

Davis / Uria

Definitive agreement; Webster Bank, N.A. is a diversified U.S. retail and commercial bank headquartered in Stamford, Connecticut; Under the terms of the definitive agreement, which has been unanimously approved by the board of directors of Webster and the relevant bodies of Santander, Webster will become a wholly-owned subsidiary of Santander; The transaction is subject to customary closing conditions, including necessary bank regulatory approvals in the U.S. and EU and the approval of the stockholders of both Webster and Santander. The transaction is expected to close in the second half of 2026; This acquisition, equivalent to approximately 4% of Santanders assets, complements the Santander U.S. franchise by positioning the combined business as a top-ten retail and commercial bank in the U.S. by assets and a top-five deposit franchise across key states in the U.S. Northeast; The combination is also expected to deliver significant combined cost synergies of approximately $800 million; Valuation: 2.0x TBV, 10.0x EPS (2026E), 6.8x Adj EPS after synergies (2026E); Outside date February 3, 2027; Signed CA January 7, 2026; Background: Webster had been evaluating strategic alternatives for some time as part of its ordinary long-term planning, with the board and management considering organic growth, capital allocation, acquisitions, and business combinations. Over a period of years, Webster also maintained exploratory contacts with investment bankers and financial institutions to stay informed on strategic possibilities. One of those contacts began in 2023, when Webster CEO John Ciulla met Santander Executive Chair Ana Botin. Their later discussions touched on industry developments and, at a high level, Santanders interest in Webster, but no concrete proposal emerged until late 2025. Meanwhile, Webster also spoke with several other financial institutions through October 2025, but those conversations remained general and did not produce competing bids. The process became live in December 2025. On December 1, 2025, Ciulla met Botin and said Webster would require a compelling premium. On December 16, 2025, Santanders board approved making a preliminary non-binding proposal, and Botin delivered a written indication of interest at $73 per share, subject to confirmatory diligence, with consideration expected to be mostly cash and with an expectation that Ciulla would stay on as CEO of the combined U.S. bank for at least a year after closing. After further negotiation, Santander delivered a revised indication on January 3, 2026 valuing Webster at $74 per share, consisting of $50 cash and $24 in Santander stock, and targeted an announcement in the first week of February. On January 4, Websters board reviewed that proposal with J.P. Morgan and Wachtell. The board discussed alternatives, noted the absence of other actionable proposals, and concluded that a focused bilateral process with Santander was the best path to maximize value while limiting leak risk. The board then authorized management to enter into an NDA, begin diligence, and negotiate a definitive agreement. Webster and Santander signed a non-binding term sheet on January 5, 2026, while Webster reserved the right to revisit price if relative trading performance changed during negotiations. From January 5 onward, the parties exchanged diligence and negotiated the merger agreement. On January 17, Santanders counsel sent a draft agreement. One notable negotiation point was the break fee. Santander initially asked for a termination fee equal to 4.5% of Webster equity value and also sought expense reimbursement if Webster shareholders voted the deal down. Webster countered with 3.5%, rejected the vote-down reimbursement concept, and the parties ultimately agreed on a 4.0% fee with no such reimbursement provision. Websters board continued to receive updates through January, including at meetings on January 12 and January 27 and 28, when it reviewed diligence progress, draft terms, fiduciary duties, and preliminary valuation analysis. As Websters stock outperformed relative to the January 4 agreed value, the board pushed for more price. On January 31, Ciulla asked Botin to raise the deal to $76 per share with the same relative cash-stock mix. On February 1, Botin countered at $75 per share, while shifting the mix to 65% cash and 35% stock. Websters board supported accepting that proposal, and Ciulla communicated acceptance of the final economics, expressed in the definitive agreement as $48.75 cash plus 2.0548 Santander ADSs per Webster share. On February 2, Websters board met with J.P. Morgan, Wachtell, and Piper Sandler, reviewed the final agreement and management retention arrangements, received J.P. Morgans oral fairness opinion, and approved the transaction. J.P. Morgan delivered its written opinion on February 3, 2026;

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

WSR

ARES

Whitestone REIT

Ares Management Corporation

09-April-26

17-July-26

Merger

Friendly

Real Estate

19.00000

0.00000

18.93000

1700.00000

0.26498

0.22250

-3.78735

0.02

0.06

0.00000

19.14250

18.92000

0.21250

0.04742

88

BofA / Jones Lang

Citi / MS

Bass

Kirkland

Definitive merger agreement; Whitestone REIT is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio. ; The transaction, which was unanimously approved by the Whitestone Board of Trustees, is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by the Companys shareholders. The transaction is not subject to a financing condition; Citigroup Global Markets Inc. (Citigroup) has committed to provide (or cause one or more of its affiliates to provide) certain affiliates and/or direct or indirect subsidiaries of the Parent Parties with debt financing on the terms and subject to the conditions set forth in a debt commitment letter; Outside date October 5, 2026; During the term of the Merger Agreement, the Company may not pay dividends, except for dividends declared prior to the date of the Merger Agreement, the minimum amount of dividends required for the Company to maintain its status as a real estate investment trust, and the regular quarterly dividend declared by the Board in the amount of $0.1425 per share, payable on June 29, 2026, to shareholders of record as of the close of business on June 17, 2026; Signed CA March 3, 2026; Valuation: 15.9x FFO (2027E), 16.5x AFFO (2027E), 16.6x EBITDA (2027E), 9.5x sales (2027E);

>50% vote target;

WTRG

AWK

Essential Utilities, Inc.

American Water Works Company, Inc.

27-October-25

31-March-27

Merger

Friendly

Utilities

0.00000

0.30500

39.76000

19921.30664

0.04792

1.41080

-0.47067

0.02

0.75

0.00000

41.14080

39.73000

2.48002

0.06616

345

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;

>50% vote target; >50% vote acquiror; HSR expiry; Public utility commissions ( IL, KY, NJ, NC, PA, TX, VA);

ZIM

HLAGF

ZIM Integrated Shipping Services Ltd.

Hapag-Lloyd

17-February-26

31-December-26

Merger

Friendly

Industrial

35.00000

0.00000

26.26000

7914.70020

1.25806

8.75000

-10.75000

0.02

0.45

0.00000

35.00000

26.25000

8.74000

0.50889

255

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);

>50% vote target; HSR expiry; EC; State of Israel;