Investors in the Private Placement include Larry Gies, the Chairman of the Company's board of directors and sole manager of the Company's controlling stockholder, who has agreed to purchase $300.0 million of Class A Common Stock and Madison Solutions LLC ("Madison Solutions"), an entity affiliated with Mr. Gies, which has agreed to purchase $320.0 million of Class A Common Stock. The offering is expected to close on or about September 1, 2026 (the "Closing"), subject to the satisfaction of customary closing conditions.

Goldman Sachs & Co. LLC acted as lead placement agent, and Barclays Capital Inc. acted as placement agent, in connection with the Private Placement.

The gross proceeds from the Private Placement are expected to be approximately $2.250 billion before deducting the placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering to fully fund the equity portion of the Company's previously announced acquisition of all of the issued and outstanding shares and limited partnership interests (such acquisition, the "Acquisition") in ebm-papst Mulfingen GmbH & Co. KGaA & Co. KG, ebm-papst Mulfingen GmbH & Co. KGaA, ebm-papst Finanzierungsgesellschaft mbH and ebm-papst Verwaltungs GmbH (the "Target Companies") for estimated total cash payable at closing of $5.0 billion1.