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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox checked

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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 4,450,000 shares of Class A Common Stock held directly by the Sachem Head Funds (defined below) and 50,125 shares of Class A Common Stock issuable upon exercise of Warrants held by the Sachem Head Funds. Excludes 855,533 shares of Class A Common Stock issuable upon exercise of the Warrants (as defined in Item 4) by reason of the Ownership Limitation (as defined in Item 4).


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 4,450,000 shares of Class A Common Stock held directly by the Sachem Head Funds and 50,125 shares of Class A Common Stock issuable upon exercise of Warrants held by the Sachem Head Funds. Excludes 855,533 shares of Class A Common Stock issuable upon exercise of the Warrants by reason of the Ownership Limitation.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 3,130,000 shares of Class A Common Stock held directly by SH (defined below) and SHM (defined below) and 50,125 shares of Class A Common Stock issuable upon exercise of Warrants held by SH and SHM. Excludes 587,975 shares of Class A Common Stock issuable upon exercise of Warrants held by SH and SHM by reason of the Ownership Limitation, which is applied on an aggregate basis to the Sachem Head Funds.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of 4,450,000 shares of Class A Common Stock held directly by the Sachem Head Funds and 50,125 shares of Class A Common Stock issuable upon exercise of Warrants held by the Sachem Head Funds. Excludes 855,533 shares of Class A Common Stock issuable upon exercise of the Warrants by reason of the Ownership Limitation.


SCHEDULE 13D


 
Sachem Head Capital Management LP
 
Signature:/s/ Scott D. Ferguson
Name/Title:By Uncas GP LLC, its General Partner, Scott D. Ferguson, Managing Member
Date:10/21/2026
 
Uncas GP LLC
 
Signature:/s/ Scott D. Ferguson
Name/Title:Scott D. Ferguson, Managing Member
Date:10/21/2026
 
Sachem Head GP LLC
 
Signature:/s/ Scott D. Ferguson
Name/Title:Scott D. Ferguson, Managing Member
Date:10/21/2026
 
Scott D. Ferguson
 
Signature:/s/ Scott D. Ferguson
Name/Title:Scott D. Ferguson, Individually
Date:10/21/2026

Annex A

TRANSACTIONS IN SECURITIES OF THE ISSUER BY THE REPORTING PERSONS

The following table sets forth all transactions in the Class A Common Stock effected by the Reporting Persons in the past sixty days. Except as otherwise noted, all such transactions were effected in the open market through a broker and all prices per share exclude brokerage commissions.

Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($)
09/01/2026 (46,011)* 71.82 N/A
09/01/2026 46,011* 71.82 N/A
10/01/2026 (6,260)* 80.33 N/A
10/01/2026 6,260* 80.33 N/A

 

*Represents a rebalancing transaction between SH and SHM.

Exhibit 99.1

Joint Filing Agreement

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other except to the extent that he or it knows that such information is inaccurate.

DATE: October 21, 2026

SACHEM HEAD CAPITAL MANAGEMENT LP

By: Uncas GP LLC, its General Partner

By: /s/ Scott D. Ferguson

Name: Scott D. Ferguson

Title: Managing Member

UNCAS GP LLC

By: /s/ Scott D. Ferguson

Name: Scott D. Ferguson

Title: Managing Member

SACHEM HEAD GP LLC

By: /s/ Scott D. Ferguson

Name: Scott D. Ferguson

Title: Managing Member

/s/ Scott D. Ferguson

Name: SCOTT D. FERGUSON