DARLINGTON PARTNERS CAPITAL MANAGEMENT, LP

Darlington Partners was organized in June 2020 as a Delaware limited partnership with a principal place of business located in Greenbrae, CA. In 2021, the entire Darlington Partners team spun out of Fairview Capital Investment Management, LLC, which originally launched Darlington Partners, L.P. in 1996. The Firm’s managers are Scott Clark and Ramsey Jishi. Our affiliate, Darlington Partners GP, LLC (the “General Partner”), serves as the general partner of the Firm and as general partner to each of the Firm’s Funds (as defined below). We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We do not tailor our advisory services to the individual needs of any particular investor. Darlington Partners manages the following private, pooled investment vehicles:

Darlington Partners, L.P., a Delaware limited partnership, and its feeder fund, Darlington Partners Offshore, L.P., a Cayman Islands exempted limited partnership (each referred to as a “Fund” or “Client”, and collectively referred to as the “Funds” or the “Clients”), and

DP Liquidating Fund, L.P., a Delaware limited partnership (the “Liquidating Fund”).

Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” As of December 31, 2025, Darlington Partners has regulatory assets under management of approximately $3.276B, all managed on a discretionary basis.

Fees The fees applicable to each of the Funds are set forth in detail in the corresponding Fund’s Offering Documents. The Funds and their investors are qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of 1940, as amended. Therefore, information on how the Firm is compensated for its advisory services and its fee schedule are not included here. The Firm, in its sole discretion, may waive or modify the management fee or special profit allocation for any investor. Information on the Liquidating Fund is addressed below. Payment of Fees The management fee is deducted from each Fund in advance, on a quarterly basis based on aggregate assets on the first day of the quarter. A special profit allocation is allocated to the General Partner annually in arrears and on a withdrawal with respect to the amount withdrawn. The Firm complies with Rule 205-3 under the Investment Advisers Act of 1940, as amended, to the extent required by applicable law. The special profit allocations may create an incentive for the Firm to make more risky and speculative investments than it would otherwise make. ERISA The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject to the

Employee Retirement Income Security Act of 1974 and that invests in the Fund, to use the “alternative reporting option” to report the Firm’s compensation as “eligible indirect compensation” on the Schedule C of the plan’s Form 5500 Annual Return/Report of Employee Benefit Plan. Fees on Withdrawal Relationships with the Funds are terminable on expiration of the Funds’ term, dissolution of the Funds or on the Firm’s termination as investment adviser of the Funds. Each investor may withdraw a portion of its capital from a Fund on specified prior written notice, on the last day of any calendar quarter, subject to certain withdrawal limitations and fees as specified in the Funds’ governing documents, including withdrawal restrictions for investors that elect to participate in certain illiquid securities. Investors should refer to the Funds’ Offering Documents for specific information. An investor who withdraws from a Fund on a date other than the last day of a quarter does not receive a refund of the management fee previously paid. Liquidating Fund The Liquidating Fund was formed to hold certain historic illiquid investments made by the Funds on behalf of withdrawing investors until those investments are sold or otherwise disposed of. Investors in the Liquidating Fund may not withdraw or add to their investments, and interests in the Liquidating Fund are not offered to new investors. Investors in the Liquidating Fund pay quarterly management fees in advance (based on a blended rate) and are subject to a special profit allocation when the investments are sold or otherwise disposed of. Other Types of Fees or Expenses The Funds and the Liquidating Fund will each bear all costs and expenses of their respective organization and ongoing operation as described in the Offering Documents, including trading costs and expenses (such as brokerage commissions, expenses related to short sales, and clearing and settlement charges), ongoing legal, audit and tax fees, and the fees and expenses charged by the Fund administrator for its accounting, bookkeeping and other services. The Funds and the Liquidating Fund will reimburse each of the General Partner and the Firm for any of such expenses paid by it. The Firm and General Partner are responsible for and will pay, or cause to be paid, all of their own operating, general, administrative and overhead costs and expenses and will not otherwise charge the applicable Fund for any thereof, except that these costs and expenses, together with all or any portion of the Fund’s expenses, may be paid by securities brokerage firms and futures commission merchants to which the Firm directs the Securities trades of the Funds and any other accounts managed by the Firm as further provided in that Fund’s Offering Documents.

Investment Objective and Strategy The Funds seek to generate attractive risk-adjusted returns over the long term and preserve capital by avoiding permanent impairments. They aim to achieve these goals primarily by owning a concentrated portfolio of investments in high-quality businesses purchased at what we believe are discounted valuations that provide a significant margin of safety. A small portion of their assets may be invested in a more opportunistic fashion to take advantage of shorter-term opportunities and asymmetric risk-reward opportunities. The investment strategy summarizes the Firm’s current intentions, which are general in nature and are not exhaustive. There are no limits on the types of securities in which the Firm may take positions on behalf of its clients, the types of positions that it may take, the concentration of its investments or the amount of leverage that it may use. Firm may use any trading or investment techniques, whether or not contemplated by the investment strategy. In addition, there are limitations in describing any investment strategy due to its complexity, confidentiality and indefinite nature. Depending on conditions and trends in securities and commodities markets and the economy generally, the Firm may pursue any objectives or use any techniques that it considers appropriate and in clients’ interest. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Risk of Loss Factors An investment in the Funds will involve substantial risks due in part to the highly speculative nature of investing in securities. Other risks include the Funds’ reliance upon the Firm’s judgment in selecting investments and the limitations on withdrawal from the Funds. There can be no assurance that a Fund’s investment objective will be achieved or that there will be any return of capital. Investment results may vary substantially on a monthly, quarterly or annual basis. Below are some of the risks that clients and investors should consider before investing in a Fund. Any or all of such risks could materially and adversely affect investment performance, the value of any account or any security held in an account, and could cause clients and investors to lose substantial amounts of money. Below is only a brief summary of some of our material investment-related risks that a client or investor may encounter. Each investor must carefully review the applicable Fund’s Offering Documents before investing. Trading Risks General Investment and Trading Risks. All securities investments present a risk of loss of capital. Volatile financial markets increase that risk. If the Firm’s evaluation of an investment opportunity should prove incorrect, the Funds could experience losses as a result of a decline in the market value of securities in which the Funds hold a long position. The risk management techniques that may be used by the Firm do not provide any assurance that the Funds will not be exposed to a risk of significant investment losses. No guarantee or representation is made that the Funds’ investment program will be successful, that the Funds will achieve its targeted returns or that there will be any return of capital to Investors. In addition, investment

results may vary substantially over time. Investment Judgment. The profitability of a significant portion of the Funds’ investment program depends to a great extent upon correctly assessing the future profitability of companies and future price movements of securities and other investments. There can be no assurance that the Firm will be able to accurately predict the long-term results of any security or other investment. Availability of Suitable Investments. The success of the Funds’ investment and trading activities depend on the ability of the Firm to identify overvalued and undervalued investment opportunities and to manage market risk. Identification and execution of the investment strategies to be pursued by the Funds involve a high degree of uncertainty. No assurance can be given that the Firm will be able to identify suitable investment opportunities in which to deploy all of a Fund’s capital. A reduction in overall market volatility and liquidity, as well as other market factors, may reduce the pool of profitable investments for a Fund. Certain of the investment strategies employed by the Funds may be based on historical trends and relationships among securities prices, exchange rates, interest rates and bond prices. There can be no assurance that these historical relationships will continue. No representation is made by the Firm as to what results the Funds will or are likely to achieve based on these trends and relationships. Information Sources. The Firm selects portfolio investments based in part on information and data that the issuers of such securities file with various government agencies or make directly available to the Firm, or that it obtains from other sources. The Firm is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not readily available. This could adversely affect the outcome of our investment process. The Firm also may receive material, non-public information about an issuer that prevents it from trading securities of that issuer for a client when the client could make a profit or avoid losses. Concentration of Investments; Limited Diversification and Sector Investing. The Funds may hold a limited number of positions at any given time and the Funds may hold relatively large positions in few securities or in few sectors. As a result of the Funds’ possible lack of diversification, a significant loss in any one position may have a material adverse effect on the net asset value of the Funds. Likewise, any fluctuation in the overall value of securities in specific industries or sectors likely will have a material effect on the performance of the Funds. Equity Securities. The Funds invest in equity and equity-related securities, which may include, without limitation, equity investments acquired in connection with restructured debt securities or instruments, or in connection with reorganizations and/or restructurings of debt securities, equity securities or other obligations and assets of undervalued, operationally challenged and/or financially troubled companies or institutions. A risk of investing in the Funds is that equity securities held by the Funds may decline in value. Equity securities fluctuate in value in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates, geopolitical events and general economic environments. In addition, equity securities that the Firm believes are undervalued or incorrectly valued may not ultimately be valued by the markets in the manner that the Firm anticipates. Hedging. The Funds may engage in certain hedging transactions, including derivatives, options and swaps. Hedges can be more difficult to implement than many other types of transactions, and the possibilities for errors may be greater than for other transactions. Additionally, there is no guarantee that these hedging transactions will prevent losses to the Funds. The success of the Funds’ hedging strategy will be subject to the Firm’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Funds’

hedging strategy will also be subject to the Firm’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. In addition, hedging transactions may result in poorer overall performance for the Funds than if no such hedging transactions were executed. Moreover, the Firm may determine not to hedge against, or may not anticipate, certain risks. Finally, the Funds may be exposed to certain risks that cannot be hedged, such as credit risk (relating both to particular investments and counterparties). Options. The Funds may engage in the trading of options. Specific market movements of the securities underlying an option cannot accurately be predicted. The purchaser of an option is subject to the risk of losing the entire purchase price of the option. The writer of an option is subject to the risk of loss resulting from the difference between the premium received for the option and the price of the security underlying the option which the writer must purchase or deliver upon exercise of the option. Derivatives. The Funds may invest in derivative financial instruments. In addition, the Funds may, from time to time, utilize both exchange-traded and over-the-counter derivatives, including swaps, futures, long and short options and contracts for differences, either to express an investment view or for hedging purposes. Regulatory restraints may restrict the instruments that the Funds may trade. Such derivative instruments are highly volatile, involve certain special risks and expose investors to a high risk of loss. Many derivative investments may be more difficult to value if they are not exchange traded. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, a relatively small movement in the price of a contract may result in a gain or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further losses exceeding any margin deposited. Further, when used for hedging purposes, there may be an imperfect correlation between these instruments and the investments or market sectors being hedged. Currency Hedging. The Funds may be exposed to foreign exchange risk, and may seek to mitigate this risk through the use of a variety of strategies and products, including, but not limited to, Forex forwards, currency futures and currency swaps. There is no guarantee that any of these currency hedging strategies will reduce or prevent losses to the Funds. As part of its currency hedging strategy, the Funds may enter into currency transactions that are not traded on an exchange, and the funds the Funds invests in those transactions may not receive the same protections as funds used to margin or guarantee exchange-traded futures and options contracts. If the counterparty to an over-the-counter Forex transaction becomes insolvent and a Fund has a claim for amounts deposited or profits earned on transactions with the counterparty, the Fund’s claim may not receive a priority. Without a priority, the Fund is a general creditor and its claim will be paid, along with the claims of other general creditors, from any monies still available after priority claims are paid. Even the Fund’s funds that the counterparty keeps separate from its own operating funds may not be safe from the claims of other general and priority creditors. Forex trading can quickly lead to large losses as well as gains. Such trading losses can sharply reduce the net asset value of the Funds. Forward Trading. Forward contracts are not traded on exchanges and are not standardized, instead each contract is negotiated with banks and dealers acting as principals. Disruptions can occur in any market due to parties discontinuing participating, high trading volume, political intervention and other factors. Any such disruption could adversely affect the Funds. Leverage. The Funds may employ leverage in connection with its investment strategies and/or for any other purpose deemed necessary, desirable or appropriate at such times, in such amounts and subject to such terms and conditions as the Firm may determine in its sole and absolute discretion. Such leverage may take a variety of forms, including, but not limited to, margin borrowing from securities brokers and dealers, loans, repurchase agreements, derivative instruments (generally, swaps and fx hedging) that are inherently

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Our clients are the Funds and the Liquidating Fund, as described in Item 4 above, and the Funds are generally open to, among others, institutions, pension plans, endowments, foundations, and high net worth individuals. The minimum investment required for each Fund is outlined in each Fund’s Offering Documents. Such minimum investment may be waived on a case-by-case basis subject to our discretion.

Darlington Partners currently manages only accounts that pay performance-based compensation as described in Item 5. It does not manage accounts that do not pay performance-based compensation. As a result, we do not currently face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients.

The firm’s affiliate, the General Partner, acts as the general partner of the Funds.

Code of Ethics Darlington Partners has adopted a “Code of Ethics” in compliance with Rule 204A-1 under the Advisers Act. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:

Employees must at all times place the interests of the Funds first;

Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Independence in the investment decision-making process must be maintained at all times.

The Code of Ethics places restrictions on personal trades by employees and mandates that employees disclose their personal securities holdings and transactions to the Firm on a regular basis. The Code of Ethics permits personal accounts, but requires pre-approval and minimum holding periods for certain types of transactions. Employees are also prohibited from personally, or on behalf of a Fund, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must also obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. The CCO must obtain pre-approval from one of the Firm’s principals before making any i) personal trades, ii) engaging in outside business activity or iii) making any private investments. We will provide a copy of our Code of Ethics to our investors, or any prospective investor, upon request, to be viewed on the premises.

Darlington Partners is authorized to determine the broker-dealer to be used for executing securities transactions for the Funds. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to solely seek the lowest available commission cost. Generally, it is not our practice to negotiate “execution only” commission rates; therefore, the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines as described in the Fund’s Offering Documents. Best Execution In selecting an appropriate broker-dealer to effect a Client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a Client in such a manner that a Client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the broker-dealer, as well as a broker-dealer’s full range and quality of their services, including, among other things, research reports, economic and market information, portfolio strategy advice, industry and company comments, technical data, recommendations, research conferences, general reports, consultations, performance measuring data, on-line pricing, special execution capabilities, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future, willingness to commit capital, knowledge of other buyers and sellers, order of call, offering to the Investment Adviser on-line access to computerized data regarding clients’ accounts, computer trading systems, clearance, settlement, reputation, financial strength and stability, efficiency of execution and error resolution, the availability of stocks to borrow for short trades, confidentiality, custody, recordkeeping and similar services. Please refer to the Offering Documents for a full list of the potential factors we consider. Soft Dollars The Firm does not currently receive any research or other products or services from brokers in connection with Client security transactions. To the extent that it generates such so-called “soft dollar benefits” in the future, the Firm intends to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. The provision by a broker of research or other services and property to the Firm

creates an incentive for the Firm to select such broker since the Firm' would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a Client. Any research, services or property provided by a broker may benefit any Client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. Outsourced Trading The Firm may select a broker (including any client account’s prime brokers) to act as an outsourced “trading broker” for that client. In such cases, the Firm or the trading broker may select the executing broker, and the trading broker would then place or manage the order. The trading broker is compensated (through commissions or otherwise) for this trading service in addition to the commissions paid to the executing brokers. As with all soft dollar arrangements, using a trading broker in this manner causes a client account to pay brokerage commissions, mark-ups and other transactions fees that are higher than might otherwise be paid if brokers were selected solely based on lowest execution cost. In addition, using a trading broker (rather than a Firm employee) to provide those services may allow the Firm to reduce its own personnel expenses. Trade Aggregation. The Firm currently only manages the Funds, and therefore does not have to address trade aggregation issues across multiple actively trading Clients.

The Firm may engage solicitors, placement agents or servicing agents in the future to whom it pays cash or a portion of the advisory fees paid by clients referred to it by those firms. Such compensation creates a conflict of interest. In such cases, this practice is disclosed in writing to the client and the Firm complies with the other requirements of Rule 206(4)-1 under the Advisers Act, to the extent required by applicable law.

To the best of our knowledge, there are no legal or disciplinary events that are material to an Investor's or prospective investor's evaluation of our advisory business or the integrity of our management.

Our portfolio managers and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Funds to ensure that they conform with the investment objectives and guidelines that are stated in the Funds’ Offering Documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting The Firm’s principals and other investment professionals review all accounts on a regular basis. Those reviews take into account such matters as the prospects of individual securities, changes in issuer earnings, industry outlook, market outlook and price levels, asset allocation and cash management. We will distribute audited financial statements for each Fund with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. We will also distribute monthly capital statements and provide a quarterly investor letter to all Investors. The Firm may change the content and frequency of its reporting or provide certain investors or clients with more frequent updates.

We are deemed to have custody of the Funds’ assets and securities because our affiliate, the General Partner, serves as general partner of the Funds. We will comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the "custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end.

We will have full discretionary investment authority with respect to the Funds, including the authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities. Our investment discretion and authority are subject to the limitations set forth in the Fund’s Offering Documents, as applicable.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures (“Proxy Voting Policy”). The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation:

the impact on the value of the securities or instruments owned by the relevant Client and the returns on those securities;

the anticipated associated costs and benefits;

the continued or increased availability of portfolio information; and

industry and business practices.

Clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy Voting Policies and our proxy voting records upon request.

We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients, and have not been the subject of a bankruptcy petition at any time during the past ten years.