Thomist Capital Management LP

08/20/2024 | Press release | Distributed by Public on 08/20/2024 18:52

Beneficial Ownership Report - Form SC 13D

SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Peabody Energy Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

704551100

(CUSIP Number)

Logan Moncrief

Thomist Capital Management, LP

3773 Richmond Ave., Suite 777

Houston, TX 77046

(832) 678-2412

with a copy to:

Jason M. Daniel

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street, Suite 1800

Dallas, Texas 75201

(214) 969-2800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 13, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 704551100 SCHEDULE 13D
 1 

 NAME OF REPORTING PERSON

 Thomist Capital Management, LP

 2

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 3

 SEC USE ONLY

 4

 SOURCE OF FUNDS

 AF

 5

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 ☐

 6

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Texas

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 7 

 SOLE VOTING POWER

 12,534,172(1)

 8

 SHARED VOTING POWER

 0

 9

 SOLE DISPOSITIVE POWER

 12,534,172(1)

10

 SHARED DISPOSITIVE POWER

 0

11 

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 12,534,172(1)

12

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

13

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 9.96% (2)

14

 TYPE OF REPORTING PERSON

 PN, IA

(1)

Includes 6,800,000 shares of common stock, par value $0.01 per shares (the "Common Stock") of Peabody Energy Corporation (the "Issuer") underlying exchange-traded call options as described in Items 5 and 6 below.

(2)

Based on 125.9 million shares of Common Stock, of the Issuer outstanding as of August 2, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 8, 2024. The

CUSIP No. 704551100 SCHEDULE 13D
 1 

 NAME OF REPORTING PERSON

 Thomist Capital, LLC

 2

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 3

 SEC USE ONLY

 4

 SOURCE OF FUNDS

 AF

 5

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 ☐

 6

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Texas

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 7 

 SOLE VOTING POWER

 12,534,172(1)

 8

 SHARED VOTING POWER

 0

 9

 SOLE DISPOSITIVE POWER

 12,534,172(1)

10

 SHARED DISPOSITIVE POWER

 0

11 

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 12,534,172(1)

12

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

13

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 9.96% (2)

14

 TYPE OF REPORTING PERSON

 OO, HC

(1)

Includes 6,800,000 shares of Common Stock of the Issuer underlying exchange-traded call options as described in Items 5 and 6 below.

(2)

Based on 125.9 million shares of Common Stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 704551100 SCHEDULE 13D
 1 

 NAME OF REPORTING PERSON

 The Thomist Fund, LP

 2

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 3

 SEC USE ONLY

 4

 SOURCE OF FUNDS

 WC

 5

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 ☐

 6

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 7 

 SOLE VOTING POWER

 7,044,391(1)

 8

 SHARED VOTING POWER

 0

 9

 SOLE DISPOSITIVE POWER

 7,044,391(1)

10

 SHARED DISPOSITIVE POWER

 0

11 

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 7,044,391(1)

12

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

13

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 5.60% (2)

14

 TYPE OF REPORTING PERSON

 PN

(1)

Includes 3,814,300 shares of Common Stock of the Issuer underlying exchange-traded call options as described in Items 5 and 6 below.

(2)

Based on 125.9 million shares of Common Stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024.

CUSIP No. 704551100 SCHEDULE 13D
 1 

 NAME OF REPORTING PERSON

 Brian Kuzma

 2

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 3

 SEC USE ONLY

 4

 SOURCE OF FUNDS

 AF

 5

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 ☐

 6

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 7 

 SOLE VOTING POWER

 12,534,172 (1)

 8

 SHARED VOTING POWER

 0

 9

 SOLE DISPOSITIVE POWER

 12,534,172 (1)

10

 SHARED DISPOSITIVE POWER

 0

11 

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 12,534,172 (1)

12

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

13

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 9.96% (2)

14

 TYPE OF REPORTING PERSON

 IN, HC

(1)

Includes 6,800,000 shares of Common Stock of the Issuer underlying exchange-traded call options as described in Items 5 and 6 below.

(2)

Based on 125.9 million shares of Common Stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024.

SCHEDULE 13D

Item 1. SECURITY AND ISSUER

This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, $0.01 par value (the "Common Stock"), of Peabody Energy Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is 701 Market Street, Saint Louis, Missouri 63101.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. IDENTITY AND BACKGROUND

(a) This Schedule 13D is being filed by and on behalf of (i) Thomist Capital Management, LP, a Texas limited partnership (the "Manager"), (ii) Thomist Capital, LLC, a Texas limited liability company (the "GP"), (iii) The Thomist Fund, LP, a Delaware limited partnership (the "Fund"), and (iv) Brian Kuzma, a citizen of the United States of America. The Manager, the GP, the Fund and Mr. Kuzma are herein sometimes referred to each as a "Reporting Person" and collectively as "Reporting Persons".

(b) The principal business address of the Manager and the GP is 3773 Richmond Avenue, Suite 777, Houston, Texas 77046, and Mr. Kuzma's and the Fund's business address is c/o the Manager at the foregoing address.

(c) The Manager is principally involved in the business of providing investment advisory and investment management services to the Fund and/or managed account clients (the "Managed Accounts"). The GP is principally involved in the business of serving as the general partner of the Manager and the Fund. Mr. Kuzma's principal business is serving as the Managing Member of the GP.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Manager is a Texas limited partnership. The GP is a Texas limited liability company. The Fund is a Delaware limited Partnership. Mr. Kuzma is a citizen of the United States.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Fund used approximately $76,535,723 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock and the options to purchase Common Stock held by it reported in this Schedule 13D. The Managed Accounts used approximately $57,704,105.40 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock and the options to purchase Common Stock held by the Managed Accounts reported in this Schedule 13D.

The source of the funds used to acquire the shares of Common Stock and options to purchase Common Stock reported herein was the working capital of the Fund and the Managed Accounts, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.

Item 4. PURPOSE OF TRANSACTION

The shares of Common Stock and call options directly held by the Fund and the Managed Accounts and beneficially owned by the Reporting Persons reported herein were acquired for investment purposes in the ordinary course of business in the belief that the Common Stock is undervalued and represents an attractive investment opportunity.

The Reporting Persons have made suggestions to the Issuer's management team regarding operational and strategic opportunities to maximize shareholder value, including, but not limited to: (i) a shareholder return plan focused on share buybacks given the $1.45B of cash currently on the balance sheet, (ii) unlocking value in the Issuer's Powder River Basin (PRB) asset, and (iii) selling down a stake in Centurion to free up cash flow for shareholder returns while simultaneously placing a strong valuation marker on the asset, and may pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to have a dialog with the Issuer's management regarding the above and may also speak with the board of directors ("Board") of the Issuer, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties with respect to the above.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, acquiring additional shares of Common Stock and/or other equity, debt, notes, instruments, options or other securities of the Issuer (collectively, "Securities") or disposing of some or all of the Securities beneficially owned by them, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a) - (b) The responses of the Reporting Persons to Items (7) through (11) and (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Manager, the GP and Mr. Kuzma beneficially own an aggregate of 12,534,172 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each of the Manager, the GP and Mr. Kuzma, and which represent approximately 9.96% of the outstanding Common Stock. As of the date hereof, the Fund beneficially owns an aggregate of 7,044,391 shares of Common Stock, and which represent approximately 5.60% of the outstanding Common Stock. The number of shares beneficially owned above includes 6,800,000 shares that may be acquired through the exercise of American-style exchange-traded call options that are deemed to be beneficially owned by the Manager, the GP and Mr. Kuzma and 3,814,300 shares that may be acquired through the exercise of American-style exchange-traded call options that are directly held and deemed to be beneficially owned by the Fund. All percentages set forth herein are based on 125.9 million shares of common stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.

The Fund and the Managed Accounts have delegated to Manager voting and investment power over the securities held directly by the Funds and the Managed Accounts. As a result, each of the Manager, the GP, as the general partner of Manager, and Mr. Kuzma, as Managing Member of the GP, may be deemed to exercise voting and investment power over the shares of Common Stock directly held by the Fund and the Managed Accounts.

(c) Information concerning transactions in the shares of Common Stock and options to purchase Common Stock effected by the Reporting Persons on behalf of the Fund and the Managed Accounts during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

As of 5 p.m. New York City time on August 20, 2024, the Fund and the Managed Accounts currently have an aggregate long American-style exchange-traded call option position relating to 500,000 shares of Common Stock that expire on September 20, 2024 (the "September Calls") and an aggregate long American-style exchange-traded call option position relating to 6,300,000 shares of Common Stock that expire on October 18, 2024 (the "September Calls"). The September Calls each have and exercise price of $25 per share. The October Calls consist of options to purchase 5,300,000 shares of Common Stock with an exercise price of $27 per share and options to purchase 1,000,000 shares of Common Stock with an exercise price of $30 per share. The Fund and the Managed Accounts may from time-to-time purchase and sell exchange-traded options contracts relating to shares of Common Stock.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit Description
99.1 Agreement as to Joint Filing of Schedule 13D, dated August 20, 2024, by and among the Manager, the GP, the Fund and Mr. Kuzma.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 20, 2024

THOMIST CAPITAL MANAGEMENT, LP
By: Thomist Capital, LLC, its general partner
By:

/s/ Brian Kuzma

Name: Brian Kuzma
Title: Managing Member
THOMIST CAPITAL, LLC
By:

/s/ Brian Kuzma

Name: Brian Kuzma
Title: Managing Member
THE THOMIST FUND, LP
By: Thomist Capital, LLC, its general partner
By:

/s/ Brian Kuzma

Name: Brian Kuzma
Title: Managing Member
By:

/s/ Brian Kuzma

BRIAN KUZMA

Schedule I

TRANSACTIONS IN SHARES OF COMMON STOCK BY THE REPORTING PERSONS

The following table sets forth all transactions in the shares of Common Stock effected by each of the Reporting Persons (on behalf of the Funds) in the past sixty days. All such transactions were purchases or sales of shares of Common Stock or options to purchase Common Stock effected in the open market or through the exercise of options, and the table excludes commissions paid in per share prices.

Instrument Traded

Effecting Beneficial

Ownership

Trade Date Shares or
Contracts
Purchased
(Sold)
Price Per Share
($)
or Contract

Trading Account

Call Option

(Exercise Price 22, Expiration June 28, 2024)

6/26/2024 760 $ 0.13 The Fund
160 $ 0.13 Managed Account 1
80 $ 0.13 Managed Account 2

Call Option

(Exercise Price 22, Expiration June 28, 2024)

6/28/2024 (760 ) $ 0.2927 The Fund
(160 ) $ 0.2927 Managed Account 1
(80 ) $ 0.2927 Managed Account 2

Common Stock

7/2/2024 97,600 $ 23.4255 The Fund
20,560 $ 23.4255 Managed Account 1
10,280 $ 23.4255 Managed Account 2

Common Stock

7/15/2024 54,416 $ 23.5597 The Fund
11,456 $ 23.5597 Managed Account 1
5,728 $ 23.5597 Managed Account 2

Common Stock

7/15/2024 76,000 $ 23.6496 The Fund
16,000 $ 23.6496 Managed Account 1
8,000 $ 23.6496 Managed Account 2

Common Stock

7/25/2024 (22,800 ) $ 21.6400 The Fund
(4,800 ) $ 21.6400 Managed Account 1
(2,400 ) $ 21.6400 Managed Account 2

Common Stock

7/25/2024 (33,160 ) $ 21.7540 The Fund
(6,981 ) $ 21.7540 Managed Account 1
(3,490 ) $ 21.7540 Managed Account 2

Common Stock

7/25/2024 (17,100 ) $ 21.8030 The Fund
(3,600 ) $ 21.8030 Managed Account 1
(1,800 ) $ 21.8030 Managed Account 2

Call Option

(Exercise Price 24, Expiration August 16, 2024)

7/26/2024 3,800 $ 0.2898 The Fund
800 $ 0.2898 Managed Account 1
400 $ 0.2898 Managed Account 2

Common Stock

7/26/2024 38,000 $ 21.9994 The Fund
8,000 $ 21.9994 Managed Account 1
4,000 $ 21.9994 Managed Account 2

Common Stock

7/26/2024 24,320 $ 22.0495 The Fund
5,120 $ 22.0495 Managed Account 1
2,560 $ 22.0495 Managed Account 2

Common Stock

7/26/2024 68,020 $ 22.1897 The Fund
14,320 $ 22.1897 Managed Account 1
7,160 $ 22.1897 Managed Account 2

Common Stock

7/26/2024 7,600 $ 22.2300 The Fund
1,600 $ 22.2300 Managed Account 1
800 $ 22.2300 Managed Account 2

Common Stock

7/30/2024 14,060 $ 21.5800 The Fund
2,960 $ 21.5800 Managed Account 1
1,480 $ 21.5800 Managed Account 2

Common Stock

7/30/2024 8,436 $ 21.5894 The Fund
1,776 $ 21.5894 Managed Account 1
888 $ 21.5894 Managed Account 2

Call Option

(Exercise Price 24, Expiration August 2, 2024)

7/31/2024 1,900 $ 0.08 The Fund
400 $ 0.08 Managed Account 1
200 $ 0.08 Managed Account 2

Common Stock

8/1/2024 1,520 $ 22.2850 The Fund
320 $ 22.2850 Managed Account 1
160 $ 22.2850 Managed Account 2

Common Stock

8/1/2024 17,106 $ 22.4656 The Fund
3,601 $ 22.4656 Managed Account 1
1,801 $ 22.4656 Managed Account 2

Common Stock

8/1/2024 76,000 $ 22.4848 The Fund
16,000 $ 22.4848 Managed Account 1
8,000 $ 22.4848 Managed Account 2

Common Stock

8/1/2024 76,000 $ 22.4878 The Fund
16,000 $ 22.4878 Managed Account 1
8,000 $ 22.4878 Managed Account 2

Common Stock

8/1/2024 152,000 $ 22.4980 The Fund
32,000 $ 22.4980 Managed Account 1
16,000 $ 22.4980 Managed Account 2

Common Stock

8/1/2024 114,000 $ 22.5211 The Fund
24,000 $ 22.5211 Managed Account 1
12,000 $ 22.5211 Managed Account 2

Common Stock

8/1/2024 45,600 $ 22.6100 The Fund
9,600 $ 22.6100 Managed Account 1
4,800 $ 22.6100 Managed Account 2

Common Stock

8/1/2024 1,216 $ 22.7094 The Fund
256 $ 22.7094 Managed Account 1
128 $ 22.7094 Managed Account 2

Common Stock

8/1/2024 258,014 $ 23.0072 The Fund
54,319 $ 23.0072 Managed Account 1
27,159 $ 23.0072 Managed Account 2

Common Stock

8/1/2024 19,000 $ 23.0073 The Fund
4,000 $ 23.0073 Managed Account 1
2,000 $ 23.0073 Managed Account 2

Call Option

(Exercise Price 30, Expiration October 18, 2024)

8/2/2024 7,600 $ 0.1426 The Fund
1,600 $ 0.1426 Managed Account 1
800 $ 0.1426 Managed Account 2

Call Option

(Exercise Price 25, Expiration September 20, 2024)

8/2/2024 3,800 $ 0.2964 The Fund
800 $ 0.2964 Managed Account 1
400 $ 0.2964 Managed Account 2

Common Stock

8/5/2024 36,328 $ 21.2784 The Fund
7,648 $ 21.2784 Managed Account 1
3,824 $ 21.2784 Managed Account 2

Common Stock

8/5/2024 19,912 $ 21.3185 The Fund
4,192 $ 21.3185 Managed Account 1
2,096 $ 21.3185 Managed Account 2

Common Stock

8/5/2024 15,200 $ 21.3196 The Fund
3,200 $ 21.3196 Managed Account 1
1,600 $ 21.3196 Managed Account 2

Common Stock

8/6/2024 11,400 $ 21.3900 The Fund
2,400 $ 21.3900 Managed Account 1
1,200 $ 21.3900 Managed Account 2

Common Stock

8/6/2024 59,660 $ 21.4317 The Fund
12,560 $ 21.4317 Managed Account 1
6,280 $ 21.4317 Managed Account 2

Common Stock

8/7/2024 6,250 $ 21.7821 The Fund
12,500 $ 21.7821 Managed Account 1
6,250 $ 21.7821 Managed Account 2

Common Stock

8/7/2024 5,000 $ 21.8600 The Fund
10,000 $ 21.8600 Managed Account 1
5,000 $ 21.8600 Managed Account 2

Common Stock

8/7/2024 6,681 $ 21.8613 The Fund
13,361 $ 21.8613 Managed Account 1
6,680 $ 21.8613 Managed Account 2

Common Stock

8/7/2024 34,965 $ 21.9870 The Fund
69,928 $ 21.9870 Managed Account 1
34,964 $ 21.9870 Managed Account 2

Common Stock

8/7/2024 22,105 $ 22.0566 The Fund
44,211 $ 22.0566 Managed Account 1
22,105 $ 22.0566 Managed Account 2

Call Option

(Exercise Price 24, Expiration August 16, 2024)

8/7/2024 (3,800 ) $ 0.04 The Fund
(800 ) $ 0.04 Managed Account 1
(400 ) $ 0.04 Managed Account 2

Common Stock

8/8/2024 25,151 $ 22.0773 The Fund
50,302 $ 22.0773 Managed Account 1
25,151 $ 22.0773 Managed Account 2

Common Stock

8/8/2024 12,500 $ 22.1031 The Fund
25,000 $ 22.1031 Managed Account 1
12,500 $ 22.1031 Managed Account 2

Common Stock

8/8/2024 6,250 $ 22.1139 The Fund
12,500 $ 22.1139 Managed Account 1
6,250 $ 22.1139 Managed Account 2

Common Stock

8/8/2024 6,250 $ 22.1204 The Fund
12,500 $ 22.1204 Managed Account 1
6,250 $ 22.1204 Managed Account 2

Common Stock

8/8/2024 21,099 $ 22.1700 The Fund
42,198 $ 22.1700 Managed Account 1
21,099 $ 22.1700 Managed Account 2

Common Stock

8/8/2024 10,000 $ 22.2491 The Fund
20,000 $ 22.2491 Managed Account 1
10,000 $ 22.2491 Managed Account 2

Common Stock

8/9/2024 285 $ 22.3159 The Fund
571 $ 22.3159 Managed Account 1
285 $ 22.3159 Managed Account 2

Common Stock

8/9/2024 7,670 $ 22.4515 The Fund
15,338 $ 22.4515 Managed Account 1
7,670 $ 22.4515 Managed Account 2

Common Stock

8/9/2024 6,250 $ 22.4600 The Fund
12,500 $ 22.4600 Managed Account 1
6,250 $ 22.4600 Managed Account 2

Common Stock

8/9/2024 6,250 $ 22.4883 The Fund
12,500 $ 22.4883 Managed Account 1
6,250 $ 22.4883 Managed Account 2

Common Stock

8/9/2024 18,750 $ 22.4936 The Fund
37,500 $ 22.4936 Managed Account 1
18,750 $ 22.4936 Managed Account 2

Common Stock

8/9/2024 6,250 $ 22.5298 The Fund
12,500 $ 22.5298 Managed Account 1
6,250 $ 22.5298 Managed Account 2

Common Stock

8/12/2024 33,333 $ 22.4920 Managed Account 1
16,667 $ 22.4920 Managed Account 2

Common Stock

8/12/2024 16,667 $ 22.5200 Managed Account 1
8,333 $ 22.5200 Managed Account 2

Common Stock

8/12/2024 50,000 $ 22.5226 Managed Account 1
25,000 $ 22.5226 Managed Account 2

Common Stock

8/12/2024 16,667 $ 22.5351 Managed Account 1
8,333 $ 22.5351 Managed Account 2

Common Stock

8/12/2024 33,333 $ 22.5371 Managed Account 1
16,667 $ 22.5371 Managed Account 2

Common Stock

8/12/2024 16,667 $ 22.5656 Managed Account 1
8,333 $ 22.5656 Managed Account 2

Common Stock

8/13/2024 6,733 $ 22.4043 Managed Account 1
3,367 $ 22.4043 Managed Account 2

Common Stock

8/13/2024 44,000 $ 22.5935 The Fund
37,333 $ 22.5935 Managed Account 1
18,667 $ 22.5935 Managed Account 2

Common Stock

8/13/2024 31,535 $ 22.6990 Managed Account 1
15,768 $ 22.6990 Managed Account 2

Common Stock

8/13/2024 16,667 $ 22.7120 Managed Account 1
8,333 $ 22.7120 Managed Account 2

Common Stock

8/13/2024 19,065 $ 22.7312 Managed Account 1
9,533 $ 22.7312 Managed Account 2

Common Stock

8/13/2024 22,666 $ 22.7487 Managed Account 1
11,333 $ 22.7487 Managed Account 2

Common Stock

8/13/2024 16,667 $ 22.7700 Managed Account 1
8,333 $ 22.7700 Managed Account 2

Put Option

(Exercise Price 23, Expiration August 16, 2024)

8/13/2024 (519 ) $ 0.59 Managed Account 1
(260 ) $ 0.59 Managed Account 2

Common Stock

8/14/2024 8,050 $ 21.8100 The Fund
16,100 $ 21.8100 Managed Account 1
8,050 $ 21.8100 Managed Account 2

Common Stock

8/14/2024 109,450 $ 21.8514 The Fund
218,900 $ 21.8514 Managed Account 1
109,450 $ 21.8514 Managed Account 2

Common Stock

8/14/2024 7,500 $ 21.8600 The Fund
15,000 $ 21.8600 Managed Account 1
7,500 $ 21.8600 Managed Account 2

Common Stock

8/14/2024 25,000 $ 21.8692 The Fund
50,000 $ 21.8692 Managed Account 1
25,000 $ 21.8692 Managed Account 2

Put Option

(Exercise Price 22, Expiration August 16, 2024)

8/14/2024 250 $ 0.2234 The Fund
167 $ 0.2234 Managed Account 1
83 $ 0.2234 Managed Account 2

Call Option

(Exercise Price 27, Expiration October 18, 2024)

8/14/2024 35,000 $ 0.1529 The Fund
23,333 $ 0.1529 Managed Account 1
11,667 $ 0.1529 Managed Account 2

Common Stock

(Put Exercise)

8/15/2024 31,800 $ 23.0000 Managed Account 1
26,000 $ 23.0000 Managed Account 2

Common Stock

(Put Exercise)

8/16/2024 20,100 $ 23.0000 Managed Account 1

Call Option

(Exercise Price 27, Expiration October 18, 2024)

8/16/2024 (8,257 ) $ 0.2593 The Fund
(5,829 ) $ 0.2593 Managed Account 1
(2914 ) $ 0.2593 Managed Account 2