DEF 14A of Accelerant Holdings
Filed Mar 30, 2026 · FY20250001104659-26-036368
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Background
Background Our Board currently consists of eight directors divided into three classes designated as Class I, Class II and Class III, with staggered, three-year terms. Each of our directors will continue to serve as a director until the expiration of their term, the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. This year, the term of the Class I directors is expiring. Our Board has nominated Karen Meriwether, Simon Wainwright and David Talach to serve as Class I directors for a three-year term, until the 2029 Annual General Meeting of Shareholders. Class II directors will stand for re-election at the 2027 Annual General Meeting of Shareholders and Class III directors will stand for re-election at the 2028 Annual General Meeting of Shareholders. Kunal Arora, a Class I director, will cease to serve as a member of the Board upon the expiration of his term at the Annual General Meeting of Shareholders. Additionally, Jeff Radke, a Class III director, has been reclassified to Class II to meet New York Stock Exchange requirements to have classes be of approximately equal size. Assuming all nominees are elected, following the Annual General Meeting of Shareholders there will be three Class I directors, three Class II directors and three Class III directors. If a nominee at the time of the election is unable or unwilling to serve or is otherwise unavailable for election and our Board designates another nominee, the persons named as proxies will vote the proxy for such substitute, if any. Our nominees have consented to being named in this proxy statement and have agreed to serve if elected or reelected (as applicable), and our Board has no reason to believe that the nominees will be unable to serve. We are not aware of any family relationship among any of the nominees to become directors, the executive officers or other key officers of Accelerant. Each of the nominees for election as director has stated that there is no arrangement or understanding of any kind between him or her and any other person relating to his or her election as a director, except that such nominees agreed to serve as our directors if elected. Our directors and nominees as of the date hereof are as follows:
Background
| Name | Class | Age | Director Since | Current Term Expires | Board Committee(s) | | Karen Meriwether* | I | 73 | 2025 | 2026 | Audit (Chair) | | Simon Wainwright* | I | 62 | Nominee | N/A | | | David Talach* | I | 47 | Nominee | N/A | | | Kunal Arora* | I | 33 | 2025 | 2026 | Audit, Compensation, Nominating and Corporate Governance | | Keoni Schwartz | II | 46 | 2021 | 2027 | Compensation | | Nancy Hasley | II | 72 | 2021 | 2027 | Nominating and Corporate Governance | | Jeff Radke | II | 57 | 2021 | 2027 | Compensation | | Samuel Gaynor | III | 40 | 2021 | 2028 | Compensation (Chair), Nominating and Corporate Governance | | Paul Little* | III | 66 | 2022 | 2028 | Compensation, Nominating and Corporate Governance (Chair) | | Christopher Lee-Smith | III | 58 | 2021 | 2028 | — |
Background
* Independent Director
Information about the Director Nominees
Information about the Director Nominees Karen Meriwether has served as a director since January 2025 and was previously the non-director Chair of our Audit Committee from May 2023 until January 2025. Previously, Ms. Meriwether served as Executive Vice President and Chief Financial Officer at Southwest Business Corporation (“SWBC”), a role she had from March 2017 through September 2022. During this time, Ms. Meriwether also served on the audit committees of SWBC and SWBC Life Insurance Company. We believe Ms. Meriwether is qualified to serve on our Board due to her experience in the financial services and insurance industries and her status as an audit committee financial expert. Simon Wainwright, currently serves as Executive Vice President, Advisor to the CEO, and is a member of the Executive Committee of Reinsurance Group of America, Incorporated (NYSE: RGA). He joined RGA as Managing Director U.K. and Ireland in 2012, and was promoted to Executive Vice President, Head of EMEA in 2019. Mr. Wainwright joined RGA from HSBC Holdings PLC (NYSE: HSBC), having held a number of roles over 15 years including CEO Insurance, CEO HSBC Bank Ireland and COO Commercial and Corporate Banking. Mr. Wainwright previously held senior insurance and banking roles at Lloyds Banking Group and Nationwide. Mr. Wainwright is a Fellow of the Institute of Bankers and Institute of Directors. He holds a Bachelor of Science in banking practice and management from the Institute of Financial Services, School of Finance, a Management Science degree from Oxford Business School and an MBA from Henley Business School. We believe Mr. Wainwright is qualified to serve on our Board due to his experience in the insurance industry, his knowledge of the regulatory environment in the United Kingdom and European Union, and his experienced leadership at a U.S.-based public company. David Talach, served as Senior Vice President, QuickBooks Platform at Intuit Inc. (Nasdaq: INTU) from 2023 to 2025, where he led the transformation of QuickBooks into an AI-powered business platform. In this role, he drove Intuit's AI strategy for the platform, overseeing core accounting, product design, live expert services, and platform-wide shared capabilities. Prior to Intuit, Mr. Talach held a series of senior leadership roles at Block, Inc. (formerly Square, Inc., NYSE: XYZ) from 2016 to 2023, ultimately serving as General Manager and Head of Financial Services. In this role, he built and operated the business unit encompassing money movement, risk infrastructure, industry relations, and Square Banking, serving millions of merchants across the U.S. and internationally. Earlier in his career, Mr. Talach held senior product and business development roles at Capital One Financial Corporation (NYSE: COF), PayPal Holdings, Inc. (Nasdaq: PYPL), and VeriFone, Inc. (formerly NYSE: PAY). Mr. Talach holds a Bachelor of Science in Science and Business from the University of Waterloo. He brings extensive experience operating complex, regulated financial services platforms at scale, including serving as a licensed regulatory CEO for certain Intuit financial services subsidiaries and overseeing international regulatory structures, including local regulatory CEOs, at Block, Inc. The Board believes that Mr. Talach's experience architecting and scaling AI-powered technology platforms, driving data-led transformation at large public companies, and building and operating complex technology systems in highly regulated environments qualifies him to serve as a director of Accelerant. Messrs. Talach and Wainwright are being nominated to the Board as Class I Directors. Potential candidates were solicited from members of the Board, the Company’s executives, individuals personally known to the members of our Board, shareholder nominations and a third-party search firm. The Board interviewed several solicited candidates who were evaluated based on the established criteria for persons to be nominated, as described above. The Board believes that Messrs. Talach and Wainwright meet the established criteria and are both well qualified for election to fill the open Board positions. Messrs. Talach and Wainwright are new nominees for election to the Board this year. Their nominations were recommended by the Nominating and Corporate Governance Committee and approved by the Board.
DIRECTORS
DIRECTORS Information regarding the incumbent directors not up for nomination is set forth below. Jeff Radke has served as our Chief Executive Officer, a director and our Co-Founder since October 2021. Additionally, Mr. Radke has served as the President of Accelerant US Holdings, LLC since July 2020, and as the President of Accelerant US Services Company Holdings, LLC, Accelerant US Services Company, LLC, and Accelerant US Distribution Holdings, LLC since September 2020 and has been an employee of Mission Underwriting Services, LLC since April 2021. From July 2019 to December 2021, he was involved with Accelerant Services (Malta) Limited and from May 2022 to November 2022, worked at Accelerant Re Cayman. Prior to founding our Company, Mr. Radke served as the Head of Strategic Initiatives at Indica Limited and Argo Group from August 2016 to March 2018. Additionally, he has served as a director of Indica Limited since January 2006. We believe Mr. Radke is qualified to serve on our Board due to his experience in the insurance industry. Christopher Lee-Smith is our Global Head of Distribution and has served as a director and our Co-Founder since October 2021. Mr. Lee-Smith held the role of Group Head of Distribution at our parent entity from 2018 to 2021. Before Accelerant, Mr. Lee-Smith served as the Global Head of Alternative Distribution of Argo Group from 2017 to July 2018. We believe Mr. Lee-Smith is qualified to serve on our Board due to his experience in the insurance industry. Nancy Hasley serves as our Group General Counsel, a role she assumed for the Accelerant group of companies in October 2019, and as a member of the Board since October 2021. Ms. Hasley will be stepping down from her executive role effective March 31, 2026. Prior to joining our Company, Ms. Hasley was a Partner at Sidley Austin LLP from 2002 to 2018, first in the New York office and subsequently in the London office of the firm where she advised on transactions, including mergers and acquisitions and capital raising, in the insurance and reinsurance industries. We believe Ms. Hasley is qualified to serve on our Board due to her extensive legal experience in the insurance industry. Paul Little has served as a director since August 2022. Mr. Little is currently the Chief Operating Officer and serves as a director at Protecdiv, Inc., positions he has held since January 2019. Prior to joining Protecdiv, Inc., Mr. Little was the Founder and President of Maxfield Holdings Inc., a consulting firm specializing in risk management, from January 2016 through December 2018. We believe Mr. Little is qualified to serve on our Board due to his experience in the insurance and reinsurance brokerage industries, advising on risk management practices and his status as an audit committee financial expert. Keoni Schwartz has served as a director since October 2021 and as a member of our Compensation Committee since May 2023. Mr. Schwartz currently serves as Co-Founder and Managing Partner of Altamont Capital, where he has worked since helping to launch the firm in May 2010. In addition, Mr. Schwartz currently serves as a director for a number of companies, including the following companies in the insurance sector: ACP Insurance Finance, Inc., Kuvare, Fleming Holdings, LLC and Hadron Holdings GP. We believe Mr. Schwartz is qualified to serve on our Board due to his experience on the boards of other insurance portfolio companies and his experience in the private equity industry. Samuel Gaynor has served as a director since October 2021 and as a member of our Compensation Committee since May 2023. Mr. Gaynor currently serves as Managing Director of Altamont Capital, where he has worked since January 2011. In addition, Mr. Gaynor currently serves as a director for a number of companies, including the following companies in the insurance sector: ACP Insurance Finance, Inc., Fleming Holdings, LLC and Hadron Holdings GP. We believe Mr. Gaynor is qualified to serve on our Board of Directors due to his experience on the boards of reinsurance and capital solutions providers and his experience in the private equity industry. Kunal Arora will cease to serve as a member of the Board upon the expiration of his term at the Annual General Meeting of Shareholders. He has served as a director since July 2025. Mr. Arora currently serves as a Managing Director of Eldridge Industries, LLC, where he has worked since January 2016. Additionally, Mr. Arora currently serves as a director of Cutover, DPL Financial Partners, LLC, Koho Financial Inc., SamCart, Inc., Seek Data Holdings, LLC and Velocity Global Holdings, LLC. Accelerant thanks Mr. Arora for his service.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation
Director Compensation Our director compensation program is determined by the Board from time to time upon the recommendation of the Compensation Committee of the Board. During 2025, our non-employee and non-affiliated directors received cash compensation for their service on our Board pursuant to engagement agreements we entered into with such directors as further described below. In connection with our initial public offering which was completed on July 25, 2025 (“IPO”), Ms. Harrington, Mr. Little and Ms. Meriwether each received restricted share units (“RSUs”) with respect to 9,210 Class A common shares. In addition, Ms. Harrington received options to purchase 209,515 Class A common shares, with an exercise price equal to our initial public offering price. The IPO equity awards were scheduled to vest with respect to 25% of the Class A common shares subject to the awards on the one-year anniversary of the grant date and the remaining shares vesting in 6.25% quarterly installments through the four-year anniversary of the grant date, subject to 12-month vesting credit for a termination due to death or disability. The Company entered into a board engagement agreement with each of Ms. Harrington (July 2021), Mr. Little (August 2022), and Ms. Meriwether (May 2023) (the “Engagement Agreements”). The Engagement Agreements set forth the terms and conditions of each director’s appointment as a member of the Board and provided an aggregate cash fee per year for service on the Board of Directors, including service on various committees of the Board of Directors ($100,000 in the case of both Ms. Harrington and Mr. Little and $118,000 in the case of Ms. Meriwether in recognition of her additional service as chair of the Audit Committee of the Board of Directors). Accelerant’s directors who are also employees of Accelerant or affiliated with Altamont Capital, Barings or Eldridge, do not receive additional compensation for their service as directors. Accelerant believes that compensation for non-employee directors should be competitive and should encourage increased ownership of Accelerant’s shares through the payment of a portion of director compensation in Accelerant’s shares or other similar share-based compensation.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation awarded to, earned by, or paid to each person who served as a non-employee director during the fiscal year ended December 31, 2025. During the fiscal year ended December 31, 2025, Jeff Radke, our Chief Executive Officer, Christopher Lee-Smith, our Head of Distribution and Nancy Hasley, our Group General Counsel, all served as members of our Board as well as employees. Messrs. Radke and Lee-Smith and Ms. Hasley did not receive any additional compensation for their services as members of our Board and therefore are not included in the table below. The total compensation earned by or paid to Messrs. Radke and Lee-Smith is presented in the “2025 Summary Compensation Table” in the section titled “Executive Compensation.” Ms. Hasley was an executive officer, but not a named executive officer, during the fiscal year ended December 31, 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Share Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Kunal Arora | — | — | — | — | — | | Samuel Gaynor(4) | — | — | — | — | — | | Wendy Harrington(5) | 100,000 | 193,410 | 2,466,901 | — | 2,760,311 | | Paul Little | 100,000 | 193,410 | — | — | 293,410 | | Karen Meriwether | 118,000 | 193,410 | — | — | 311,410 | | Keoni Schwartz(4) | — | — | — | — | — | | Michael Searles | — | — | — | — | — |
Director Compensation Table
(1) Amounts reported in this column represent cash fees received by each individual who served as a non-employee director during 2025. (2) Amounts reported in this column represent the grant date fair value of RSU awards granted to each of Ms. Harrington, Mr. Little and Ms. Meriwether in connection with our IPO, as determined in accordance with Financial Accounting Standards Board ASC, Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718, based on our initial public offering price for our shares. None of our other non-employee directors received share awards during 2025. As of December 31, 2025, Mr. Little and Ms. Meriwether each held 9,210 RSUs and Ms. Harrington's estate held 2,302 RSUs. (3) The amount reported in this column includes the grant date fair value of a share option granted to Ms. Harrington in connection with our IPO, as determined in accordance with FASB ASC Topic 718. See Note 21 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Audited Financial Statements”) for a discussion of the relevant assumptions used in calculating this amount. As of December 31, 2025, Ms. Harrington's estate held a share option related to 52,379 shares. While the grant date fair value of the share option award granted to Ms. Harrington in connection with our IPO exceeded the director compensation limit in the Accelerant Share Incentive Plan, Ms. Harrington forfeited 75% of the shares subject to the share option award as of the date of her death in September 2025. Under the SEC disclosure rules, the full grant date fair value is required to be included in the 2025 Director Compensation Table notwithstanding the forfeiture of 75% of the shares subject to the share option award prior to December 31, 2025. The IPO grant was a one-time event and the Company has instituted further internal procedures with respect to its non-employee director compensation program to monitor grant levels as compared to the director limit set forth in the Accelerant Share Incentive Plan. Also included in this amount is $493,380, representing the incremental fair value associated with the extension of the post-termination exercise period associated with her option, as discussed in footnote 5 below. This incremental fair value is calculated in accordance with the SEC disclosure rules and does not represent a grant of new share options to Ms. Harrington. (4) Messrs. Gaynor and Schwartz are not independent directors. (5) Ms. Harrington served on the Board of Directors in 2025 through her death in September 2025. In accordance with the terms of the award agreements, 25% of Ms. Harrington's RSU award and 25% of her share option award accelerated upon her death and the remaining portion of the awards was forfeited. Following Ms. Harrington's death, the Board approved the extension of the exercise period to July 2035 on the accelerated portion of her share option award. The accelerated portion of Ms. Harrington's awards was transferred to Ms. Harrington's estate.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for services performed during the years ended December 31, 2025 and, to the extent required by SEC disclosure rules, December 31, 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jeff Radke | 2025 | 1,146,323 | 1,719,485 | — | 77,989,022 | 528,307 | 81,383,137 | | Chief Executive Officer | 2024 | 1,102,534 | 2,000,000 | — | — | — | 3,102,534 | | Jay Green(6) | 2025 | 531,700 | 528,000 | 30,551,871 | — | 570 | 31,612,141 | | Chief Financial Officer | | | | | | | | | Christopher Lee-Smith(7) | 2025 | 965,812 | 1,043,549 | — | 25,868,327 | 50,543 | 27,928,231 | | Head of Distribution | 2024 | 632,231 | 762,806 | — | — | 360 | 1,395,397 |
2025 Summary Compensation Table
| (1) Amounts represent annual base salary earned during 2025. In the case of Mr. Radke his base salary is delivered in the form of cash payments and distributions on his Series A Preferred Units in Accelerant Risk Exchange, LLC, as described further below. In the case of Mr. Lee-Smith, this amount includes a $141,651 commission paid for identifying new M&A opportunities for the Company. |
2025 Summary Compensation Table
| (2) Amounts in this column represent annual cash incentives paid based on a qualitative assessment of performance against the 2025 corporate plan. These bonuses were paid in 2026 based on 2025 performance. |
2025 Summary Compensation Table
| (3) Amounts reported in this column for 2025 represent the grant date fair value of RSU awards granted to Mr. Green in connection with our IPO, as determined in accordance with FASB ASC Topic 718, based on our initial public offering price for our shares. For Mr. Green, the amount also includes $19,247,676 representing the incremental fair value, calculated in accordance with FASB ASC Topic 718, with respect to the modification of the vesting schedule applicable to Mr. Green’s outstanding RSUs, as further described in the “Equity Awards” section below. |
2025 Summary Compensation Table
| (4) Amounts reported in this column for 2025 represent the grant date fair value of share options granted to Messrs. Radke and Lee-Smith in connection with our IPO, as determined in accordance with FASB ASC Topic 718. See Note 21 to the 2025 Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. |
2025 Summary Compensation Table
| (5) The amount in this column represents a housing allowance of $460,500 and legal fees of $67,807 incurred in connection with the 2025 amendment and restatement of his employment agreement with respect to Mr. Radke, life insurance premiums for Mr. Green, and, in the case of Mr. Lee-Smith, a housing allowance of $50,543. |
2025 Summary Compensation Table
| (6) Mr. Green was not a named executive officer in 2024 and, as noted above, will cease to serve in this role as of March 31, 2026. |
2025 Summary Compensation Table
| (7) The housing allowance for Mr. Lee-Smith was paid in Euros throughout the year, and has been converted to U.S. Dollars using a 12-month average rate of exchange. All other compensation amounts for Mr. Lee-Smith were paid in British pounds and have been converted to U.S. Dollars. The amount reported in the Salary column has been converted using a 12-month average rate of exchange. The amount in the “Bonus” column for 2025 has been converted using the closing spot rate of exchange on March 25, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025 with respect to us. Excluded from this table are the 5 Series A Preferred Units with respect to Accelerant Risk Exchange, LLC pursuant to which Mr. Radke receives dividend payments equivalent to his base salary and annual bonus, with such amounts reflected in the Salary and Bonus columns of the 2025 Summary Compensation Table.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | Share Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | | Jeff Radke | 7/23/2025 | — | 8,279,552 | 21.00 | 7/23/2035 | — | — | | Jay Green | 7/25/2025 | — | — | — | — | 916,556 | 14,985,691 | | Christopher Lee-Smith | 7/23/2025 | — | 2,746,261 | 21.00 | 7/23/2035 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The Class A common shares subject to the share option awards reported in this column are scheduled to vest 25% on the one-year anniversary of the grant date and in 6.25% quarterly installments through the four-year anniversary of the grant date, subject to the named executive officer’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The RSUs subject to the RSU award reported in this column are scheduled to vest as follows: (i) 5% on the date on which the Audit Committee of the Board of Directors holds its first meeting in 2026; (ii) 25% on August 1, 2026; and (iii) in 2.75% installments on each November 1st, February 1st, May 1st, and August 1st, commencing November 1, 2026 and with the final installment vesting on August 1, 2029, subject to Mr. Green’s continued service through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Calculated based on the closing share price of $16.35 as of December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Termination and Change in Control Treatment Under Equity Awards Under the terms of the IPO equity awards, in the event of the award recipient’s termination by us without cause or the award recipient’s death or disability, the award recipient will receive 12 months of vesting credit and, in the case of share options, the vested portion of the option will remain exercisable for six-months post termination. In addition, under the IPO equity awards, in the event of a change in control, the award will vest in full upon such change in control.
Altai Ventures
Altai Ventures Altai Ventures is a specialist venture capital firm with a focus on backing and incubating early-stage startups in financial services. Accelerant Holdings LP entered into subscription agreements dated September 29, 2021 and December 17, 2021 respectively, with a total commitment amount equal to $10 million (the “Subscription Agreements”), under which Accelerant Holdings LP subscribed for interests in each of Altai Ventures Special Opportunities Fund I, LP (“Altai SOF”) and Altai Ventures Fund II, LP (“Fund II”), as a consequence of which Accelerant Holdings LP holds a limited partner interest in each of Altai SOF (the “Altai SOF Interest”) and Fund II (the “Fund II Interest”; and together with the Altai SOF Interest, the “Interests”). Accelerant Holdings LP entered into an Agreement of Limited Partnership of Altai SOF, dated September 29, 2021 (as such agreement may be amended, restated, modified or waived from time to time pursuant to its terms, the “Altai SOF Partnership Agreement”); and an Agreement of Limited Partnership of Fund II, dated December 17, 2021 (as such agreement may be amended, restated, modified or waived from time to time pursuant to its terms, the “Fund II Partnership Agreement” and together with the Altai SOF Partnership Agreement, the “Partnership Agreements”), and a Side Letter Agreement dated September 29, 2021 as amended on May 20, 2022 (as such agreement may be amended, restated, modified or waived from time to time pursuant to its terms the “Side Letter Agreement”), such Side Letter Agreement providing for, among other things, staggered payments of the commitment amount with respect to the Altai SOF Interest. Accelerant Holdings LP transferred and assigned to Accelerant Holdings all of Accelerant Holdings LP’s rights and obligations with respect to the Interests as set out in the Partnership Agreements, the Subscription Agreements, and the Side Letter Agreement (collectively, the “Transferred Interests”) with effect from June 20, 2022. Accelerant Holdings transferred and assigned to Accelerant Investments (Cayman) Ltd. (“AICL”) all of Accelerant Holdings rights and obligations with respect to the Transferred Interests with effect from March 24, 2025. AICL entered into subscription agreements dated February 21, 2025 and February 26, 2025, respectively with a total commitment amount of $7 million under which AICL subscribed for interests in each of Altai Ventures Fund III, LP (“Fund III”) and Altai Ventures Special Opportunities Fund II, LP (“SOF II”), as a consequence of which AICL holds a limited partnership interest in each of Fund III and SOF II. AICL entered into an Agreement of Limited Partnership of Fund III, dated August 1, 2025 and an Agreement of Limited Partnership of SOF II, dated August 1, 2025.