Warburg Pincus & Berkshire complete $26/share acquisition of Triumph Group; delisted

This filing

Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

Comparable filing

the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.

This filing

Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

Comparable filing

Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.

This filing

Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

Comparable filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

This filing

as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) was converted into the right to receive $26.00 in cash, without interest and subject to applicable tax withholdings (the “ Merger Consideration ”) and, as of the Effective Time, all such shares of Common Stock are no longer

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

This filing

Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

This filing

as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) was converted into the right to receive $26.00 in cash, without interest and subject to applicable tax withholdings (the “ Merger Consideration ”) and, as of the Effective Time, all such shares of Common Stock are no longer

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

This filing

Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

Comparable filing

At the Effective Time, we amended and restated our certificate of incorporation.

This filing

as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) was converted into the right to receive $26.00 in cash, without interest and subject to applicable tax withholdings (the “ Merger Consideration ”) and, as of the Effective Time, all such shares of Common Stock are no longer

Comparable filing

Time and (y) the Merger Consideration Value. Aggregate Merger Consideration The total aggregate consideration payable to Calavo shareholders in the Mergers was approximately 17,531,182 Mission Produce Shares and $265,922,425. The cash consideration was paid by Mission Produce using a combination of (a) available cash on hand and (b) third-party debt financing.