Engaged Capital LLC

Description of Advisory Firm Engaged Capital, LLC (“Engaged Capital,” “Engaged,” “we,” “our,” the “Firm” or “us”) is a Delaware limited liability company headquartered in Newport Beach, California. Engaged Capital is registered as an investment adviser with the SEC. Glenn W. Welling, through Engaged Capital Holdings, LLC, is the principal owner of the Firm. We were organized in February 2012.

Advisory Services Offered Engaged Capital provides continuous and regular investment management services on a discretionary basis to private investment funds (“Funds”) that we have organized. The Funds are available only to qualified investors and only by a private offering memorandum. Under the rules of the SEC, investors are considered “qualified” if they meet certain minimum net worth and/or income requirements. Engaged Capital also provides from time to time continuous and regular investment management services on a discretionary basis to certain institutional clients (“Managed Accounts,” and together with Funds, “Clients”), including pension plans, pursuant to managed account arrangements that generally parallel the investment management services being provided to a related Fund. We describe the fees charged for investment supervisory services below under Item 5 - Fees and Compensation. Co-Investment Activities As part of its investment activities and as permitted by applicable governing documents, Engaged Capital may offer investment or co-investment opportunities in portfolio companies to certain investors. Eligibility and priority for such opportunities are determined in accordance with Engaged Capital’s allocation policies, side letter commitments and the applicable governing documents. Potential participants may include investors in a Fund, other Clients, strategic partners, consultants, portfolio company management, Engaged Capital’s Supervised Persons and affiliated parties. Opportunities may be structured through SPVs or other affiliated vehicles formed by Engaged Capital, which in some cases may include only Supervised Persons. Engaged Capital has no obligation to offer any particular co-investment opportunity to any investor or Client. Co-investments may involve investing in a portfolio company, occuring at different times, in different amounts or involve different securities or rights than those acquired by a Client. In addition, Engaged Capital, its Supervised Persons, or its affiliates may form an SPV or other affiliated vehicle to participate in investments in portfolio companies, including in circumstances where a Fund or Managed Account does not participate, subject to Engaged Capital’s allocation policies and fiduciary obligations. Additional information regarding co-investment arrangements, fees and expenses, allocation practices, and related conflicts of interest is described in Item 5 and Item 11 below.

Investment Mandates and Client Imposed Restrictions The terms on which Engaged Capital manages a Fund or Managed Account are established at the time the Fund or Managed Account relationship is established, as applicable. These terms are generally set out in the governing documents entered into by Engaged Capital with respect to the Client and are disclosed in the offering documents for the Fund or the investment management agreement for the Managed Account client. Our primary strategy employs a long “constructive activist” approach, investing in small and mid-cap domestic equities. In accordance with the governing documents of each Fund: (1) certain investors in a Fund may invest on terms that differ from the terms generally applicable to other investors; (2) other classes of ownership interests in a Fund may be established with terms that differ from those described in such Fund’s offering documents; and (3) we may manage some Fund investors’ accounts under terms that differ from the terms described in the applicable Fund’s offering documents. Such differing terms may be more favorable than the terms provided to other investors and may include, but are not limited to, terms relating to the ability to withdraw or redeem capital, access to information, management and performance fees and allocations, and special rights to make future investments. Such modifications may in some cases be based upon, among other things, the size of an investor’s investment, an agreement by an investor to maintain such investment for a specified period of time, a transfer from a Client, or other commitments by the investor. Managed Accounts may, in addition to negotiating differing terms such as those described in the preceding paragraph, also request other provisions such as keeping a minimum level of cash in the account or restricting Engaged Capital from buying or selling certain specific securities or security types in the account. If a Managed Account client or Fund investor directs Engaged Capital not to purchase a particular security or type of security, Engaged Capital may restrict that security from consideration as a portfolio investment, and thus will not buy the security for any Clients, including the related Fund. Engaged Capital reserves the right to not accept and/or to terminate a Managed Account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining the Client’s investment strategy.

Wrap Fee Programs Engaged Capital does not manage accounts as part of a wrap or bundled fee program.

Assets Under Management Engaged Capital manages client assets in discretionary accounts and non-discretionary accounts on a continuous and regular basis. As of December 31, 2025, our regulatory assets under management, managed on a discretionary basis, were $432,294,709.

Fee Schedule Investment Management Fees Engaged Capital may charge the Clients a management fee for investment management services. Our fees, which may be subject to negotiation, generally range from 1.00% to 1.75% annually, based primarily on the amount of assets being placed under management with us, the point in time in the life cycle of the relevant Client that the assets are placed, and the length of the commitment. Certain SPVs established as co-investment funds may or may not have management fees. Performance Allocation Engaged Capital may also receive performance allocations or fees from Clients, which will generally range from 10% to 25% of any annual appreciation in a Fund investor’s capital account or in a Managed Account. Such performance allocations may be subject to preferred returns, hurdles or high-water mark requirements, as set forth in the relevant Fund documents or investment management agreement. In addition, certain special purpose funds may have performance allocations of up to 30%. General Management fees and/or performance allocations are established at the time of organization of a Fund, the creation of a new series of interests or share classes, or the beginning of the advisory relationship with a Managed Account and may vary among the Funds, among each Fund investor within a Fund, and among Managed Accounts. Specific details of such compensation and method of calculation are set out in the offering materials, disclosure documents, investment management agreements, and governing documents of the relevant Funds and Managed Accounts. We may also enter into strategic partnerships, side letter agreements, or other arrangements with specific investors in a Fund whereby such investors receive direct or indirect reductions of management fees or other compensation otherwise payable to Engaged Capital with respect to their investments.

Billing Method Management Fees Subject to any applicable Fund documents and/or investment management agreements, Engaged Capital’s management fees are generally payable quarterly in advance at the beginning of each calendar quarter. We charge one-fourth of the annual fee rate each quarter based on the market value of the client’s portfolio as of the first day of the current calendar quarter. The formula used for the calculation is as follows: (Annual Rate) x (Total Assets Under Management as of QuarterBeginning) / 4. For new Fund investors (subject to any applicable Fund documents) and Managed Accounts, the first payment is a pro-rata calculation due upon execution of the subscription or investment management agreement that takes into consideration the number of days remaining in the quarter and the initial value of the portfolio. The formula used to calculate the initial management fee would be as follows: (Result of Quarterly Calculation) x (Days Remaining in Quarter) / (Total

Number of Days in Quarter). For management fee calculation purposes, a calendar quarter is a period beginning on January 1, April 1, July 1, or October 1 and ending on the day before the next quarter. A day is any calendar day including weekends and holidays. For new Fund investors and Managed Accounts, the number of days remaining in the quarter is the number of calendar days following the funding date of the new account. Management fees charged to the Funds are paid directly from each Fund in accordance with the Fund documents. The Funds receive brokerage statements from the custodian monthly, and Fund investors receive monthly unaudited account statements. Managed Accounts typically provide their own custody arrangements. For Managed Accounts, it is up to the client whether they wish to have the management fees withdrawn directly from their custodian account or pay by check or wire transfer. With client authorization, Engaged Capital will automatically instruct the independent custodian to withdraw Engaged Capital’s management fee from the client’s account held by the custodian. The custodian statement will show the deduction of the management fee for those clients who authorize the management fees to be withdrawn directly from their custodian account. Engaged Capital will send an invoice to all Managed Account clients who choose not to have management fees withdrawn directly from their custodian account. The invoice is payable upon receipt and will include the fee calculation and amount due. For Managed Accounts, Engaged Capital will send a statement to each client who authorizes Engaged Capital to instruct the custodian to withdraw fees directly from the account. The statement will show the amount of the fee, the value of the client’s assets upon which we based the fee, and the specific manner in which we calculated the fee. It is the client’s responsibility to verify the accuracy of the fee calculation. The custodian will not determine whether the fee is properly calculated.

Other Fees and Expenses Each Fund bears all fees, costs, or expenses of its organization, operation, and maintenance, including legal, auditing, tax, and accounting expenses; fees payable for administration, registrar and transfer agent, and other professional or expert services; investment and brokerage expenses such as commissions, markups or markdowns on securities, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, and custodial fees; management fees; and other expenses incurred in the purchase and sale of investments, as determined by Engaged Capital. All Clients, including all Managed Accounts, pay all brokerage commissions, stock transfer fees and taxes, margin charges, foreign exchange and settlement fees, and/or other charges incurred in connection with transactions in accounts, from the assets in the account. Other Fund expenses can include, but are not limited to: fees for quotation and other data services; fees related to accounting, trading, portfolio management, and risk management systems; research subscriptions; expenses incurred in visiting prospective and existing portfolio companies of a Fund, meeting with management teams of portfolio companies, and attending research conferences, including for all of the aforementioned, travel and travel-related expenses (for the avoidance of doubt, all references to “travel” and “travel and/or travel-related expenses” includes, but are not limited to, all expenses for air travel (up to and including first class, but excluding private air travel), private car travel and black car ground transportation, lodging and accommodations (regardless of class, size or type, whether short- or long-term or whether there are other guests or companions staying in such lodging and accommodations, and including high7

end lodging and accommodations), meals (including premium meals), events (including social and entertainment events) and entertainment regardless of amount or type, whether inside or outside of business hours, or whether high-end, and regardless of attendees, and costs, fees and expenses associated with cancelled travel); fees for consultants (including affiliated consultants) on discrete projects relating to the Fund’s investment strategy or business; broken trade and broken deal fees; expenses related to board representation, including compensation; expenses to register securities; costs and expenses incurred for the purpose of protecting and enhancing the value of the Funds (including the costs of instituting and defending litigation); U.S. federal, state, and local taxes, filing, and registration fees of the Funds; all costs, fees, and expenses relating to investor communications, relations, and the preparation and mailing of financial, tax, and performance information to investors; fees, costs, and expenses incurred in connection with compliance with the Foreign Account Tax Compliance Act (FATCA); all regulatory and compliance fees, costs, and expenses incurred in complying with regulatory requirements that directly result from management of the Funds (including expenses incurred in preparing Form PF); and liability and other insurance premiums and expenses and indemnification or other extraordinary expenses or liability relation to the affairs of a Fund, including insurance premiums of any director and officer (D&O) liability, errors and omissions (E&O), insurance of which Engaged Capital and its affiliates are beneficiaries and cyber-security insurance premiums. Co-investment vehicles, including SPVs, generally bear their own formation and operating expenses. Co-investors typically do not bear a share of broken deal expenses unless they are party to a definitive agreement that provides otherwise. Fee and carried interest terms for SPVs or other co‑investment vehicles may differ from, and may be more or less favorable than, those applicable to a Fund or a Managed Account.

Termination Fund investors have such withdrawal rights as may be specified in the applicable Fund documents. An investor in a Fund generally must provide at least 90 days prior written notice for a withdrawal request and may be subject to the terms of a “gate” provision. In the case of Managed Accounts, either party may terminate the investment management agreement by providing written notice to the other party as may be provided in the investment management agreement, generally upon at least ninety (90) days prior written notice. Engaged Capital will refund any prepaid, unearned advisory fees based on the effective date of termination, using the following formula: (Fees Paid) x (Days Remaining in Quarter)/(Total Number of Days in Quarter). Certain special purpose funds do not allow investors to initiate withdrawals; withdrawals are determined by Engaged Capital when investments are sold.

Methods of Analysis and Investment Strategies General Investment Strategies Engaged Capital primarily employs a long “constructive activist” strategy to identify attractive investment opportunities over the full cycle of market and economic conditions. Engaged Capital primarily seeks investments that can be made at discounts to our estimates of intrinsic value as determined by fundamental analysis and where there are one or more identifiable catalysts for recognition of that value within a defined investment timeframe. Such catalysts may include, among other events, a material corporate event (such as a sale of the company, restructuring or recapitalization), a significant change in the business model or a change in management, competitive position, or market recognition. Investments span a broad spectrum of industries and geographies, generally focusing on companies with small to mid-market capitalizations. Investments are generally made in public equities in which we either work with management to effect change or, where management is unwilling to do so, we pursue a shareholder activist strategy. Methods of Analysis for Selecting Securities Engaged Capital utilizes multiple sources of information in analyzing investments, including financial newspapers and magazines, inspections of corporate activities, research material prepared by others, corporate rating services, annual reports, prospectuses, filings with the SEC, and company press releases. We also use industry magazines, third-party consultants, regulatory filings filed with U.S. regulators, contacts at major companies and corporate executives, commercial and investment banks, financial intermediaries, other investment and advisory institutions, other direct and indirect contacts, and corporate performance measurement and valuation screening software. We may participate in on-site visits, industry group and portfolio company management meetings, creditors’ committees, steering committees or on the boards of directors of portfolio companies, which will also be a source of information with respect to such companies, subject to policies and procedures related to non-public and proprietary information. Investment candidates must have three (3) criteria: Valuation, Agenda and Engagement. The investment team ensures these criteria are resident in each position before establishing a portfolio position.

Valuation: confirm >20% IRRs, 30% discount to present value and a 3:1 upside/downside ratio.

Agenda: Identify and confirm the opportunities to remedy the company’s mispriced valuation, conduct deep company-specific fundamental research to validate agenda, meet with the company to validate/invalidate hypothesis and understand the rationale for management’s current plan, develop a compelling fact-based plan to remedy the undervaluation using our expertise in the areas of corporate strategy, capital structure, capital allocation, investor communications, and executive compensation.

Engagement: ensure governance structure allows, and shareholders in favor of change. We bring ideas to management/board and assess receptivity to suggestions and working with Engaged Capital.

During our research, we develop a deep understanding of value drivers and identify key risk factors that may be exacerbated by substandard environmental, social and governance (“ESG”) protocols (including political, cultural or economic protocols). We also develop comprehensive strategies and an engagement plan to address these shortcomings. Ongoing - Engaged Capital then builds relationships with management and their board using the investment team’s experience and deep network of large and influential shareholders, other activist funds, leading investment bankers, consultants, and current and former CEOs, CFOs, and board members. We then educate management and the board on our value creation thesis. Our focus is on being constructive but strongly convincing while applying the necessary pressure to implement our Agenda. Concurrently, we build knowledge and support of other shareholders by sharing our due diligence. Once Engaged Capital has developed a relationship with the management team and/or board of directors of a portfolio company, we anticipate that our recommended changes, with respect to the portfolio company, will take one to four years to be fully implemented. Once we gain high conviction in Valuation, Agenda & Engagement we establish a core position. We expect that progress and value creation may occur throughout the holding period as we take advantage of short-term stock price volatility through a portfolio management process. We will also influence changes that drive sustainability, inclusive cultures, good corporate citizenship and shareholder value, and track and measure progress on the identified initiatives to ensure impact. Importantly, every one of Engaged Capital’s portfolio company board of directors generally has either an Engaged Capital member or an Engaged Capital nominee on the board.

Investing Involves Risk Prior to investing in a Client, the investor should carefully consider: 1. That investing in securities involves risk of loss which investors should be prepared to bear; 2. That securities markets experience varying degrees of volatility; 3. That over time the investor’s assets may fluctuate and at any time be worth more or less than the amount invested; and 4. That investors should only commit assets that they feel are available for investment on a long-term basis. Investment in a Client is speculative and involves a substantial degree of risk, which is why investing in a Client may not be suitable for all investors and is intended for sophisticated investors

who can accept the risks associated with such investments. The investments may lose all or a substantial portion of their value and investors must be prepared to bear the risk of loss of their investments. Investors will not have recourse except with respect to the assets of the Client. The Client documents outline important information for investors. Investors should review all Client document(s) carefully and should consider conducting additional due diligence before investing.

Specific Risks Investment in a Client involves significant risks, including those described below. The following list of risk factors does not purport to be a complete explanation of the risks involved in an investment in a Client. Current and prospective investors should read the Client’s governing documents in their entirety, and consult with their own advisers, before deciding whether to invest in a Client. No assurance exists that a Client will achieve its investment objective. Equity Securities Engaged Capital invests in equity securities, specifically the common stock of small and midcapitalization companies that we believe have the potential for capital appreciation significantly greater than that of the market averages. Equity securities of small and mid-capitalization companies might not be traded in volumes typical of equity securities of larger companies, and it may be more difficult for us to buy and sell significant amounts of smaller-capitalization company shares without an unfavorable impact on prevailing market prices. Furthermore, smallcapitalization companies tend to attract little research coverage by the “street,” which often results in relatively little interest from institutional investors. Equity securities of small companies are generally less liquid and subject to more abrupt or erratic market movements than those of larger capitalized companies. Additionally, the risk of bankruptcy or insolvency of many smaller companies, with the attendant losses to investors, is higher than for larger companies. Short Sales Short selling involves selling securities that may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position. There can be no assurance that the security necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can cause the price of the security to rise further, thereby exacerbating the loss. Derivatives Engaged Capital may use financial instruments known as derivatives. A derivative is generally defined as an instrument whose value is derived from, or based upon, some underlying index, reference rate (such as interest rates or currency exchange rates), security, commodity, or other asset. Derivatives include options, swaps, futures, structured securities, and other instruments and contracts. Derivatives typically allow an investor to hedge or speculate on the price movements of a particular security, financial benchmark currency, index or commodity at a fraction of the cost of investing in the underlying asset.

The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are leveraged, and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement not only can result in the loss of the entire investment but may also expose the Clients to the possibility of a loss exceeding the original amount invested. In addition, derivative contracts may expose the Clients to the credit risk of the parties with which the clients deal. Non-performance of such contracts by counterparties, for financial or other reasons, could expose the Clients to losses, whether or not the transaction itself was profitable. Derivatives may also expose the Clients to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts. The following are some examples of the types of derivatives Engaged Capital employs. Options Engaged Capital may purchase and sell put and call options. A “put” gives a holder the right, in return for the premium paid, to require the writer of the put to purchase from the holder a security at a specified price. A “call” gives a holder the right, in return for the premium paid, to require the writer of the call to sell a security to the holder at a specified price. Put and call options are derivative securities traded on securities exchanges. Additionally, Engaged Capital may purchase options not traded on a securities exchange that may bear a greater risk of nonperformance than options traded on a securities exchange. Options not traded on an exchange are considered overthe-counter options and generally lack the liquidity of an exchange-traded option. Over-thecounter options may also involve the risk that the securities dealers participating in such transactions will fail to meet their obligations under the terms of the option and involve greater risk than traditional put and call options because of their complexity. There are risks associated with the sale and purchase of call options. The seller (writer) of a call option that is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security offset by the premium received if the option expires out of the money, and gives up the opportunity for gain on the underlying security above the exercise price of the option. If the seller of the call option owns a call option covering an equivalent number of shares with an exercise price equal to or less than the exercise price of the call written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. The seller of an uncovered, unhedged call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The buyer of a call option assumes the risk of losing its entire investment in the call option. If the buyer of the call sells short the underlying security, the loss on the call will be offset in whole or in part by any gain on the short sale of the underlying security (if the market price of the underlying security declines). There are also risks associated with the sale and purchase of put options. The seller (writer) of a put option that is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sale price of the

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Investment in the Funds is generally only available to institutional investors and certain high net worth investors that are “accredited investors,” “qualified clients,” and “qualified purchasers,” or non-“U.S. persons,” within the meaning of the Securities Act of 1933 (the “Securities Act”), the Investment Advisers Act of 1940 (the “Advisers Act”), and the Investment Company Act of 1940, as applicable. The specified minimum investment amount in the Funds for any high-net-worth investor is $1,000,000. For institutional investors that wish to invest in the Fund the minimum investment amount is $10,000,000. After admission to a Fund, an investor may make additional investments of at least $1,000,000. These minimum amounts are typically subject to discretion on the part of Engaged Capital, to permit investment of a smaller amount generally or with respect to any investor in the relevant Fund. Engaged Capital can also change the minimum investment requirements for new investors in the future. A broad range of U.S. and non-U.S. institutional investors, including, among others, governmental and corporate pension and profit-sharing plans, endowments, insurance companies, sovereign wealth funds, funds of funds and certain high net worth individuals and family offices, may invest in the Funds or, if they are “qualified clients” (as defined above), may constitute Managed Accounts.

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SIDE-BY-SIDE

Engaged Capital may receive performance-based compensation from Fund investors and Managed Accounts. Engaged Capital has an incentive to favor, or take increased investment risk with respect to, Fund investors and Managed Accounts from which Engaged Capital receives higher performance-based compensation over Fund investors and Managed Accounts from which lower performance-based compensation is received. Engaged Capital has adopted policies and procedures reasonably designed to address these types of conflicts. Specifically, the policies and procedures are designed to allocate investment opportunities between accounts on a fair and equitable basis over time and to prevent non-suitable investments in client accounts.

Side‑by‑side management of Funds, Managed Accounts and co‑investment vehicles (including SPVs that may include only Supervised Persons of Engaged Capital) can create allocation and other conflicts of interest. Such conflicts include, among other things, incentives to favor vehicles that pay higher management fees or performance allocations, vehicles in which Engaged Capital or its Supervised Persons have a direct economic interest, or vehicles that may hold positions that are expected to generate stronger performance or more favorable economics than positions held by other Clients. Engaged Capital has adopted policies and procedures designed to allocate investment opportunities among Clients and co‑investment vehicles in a manner that it believes is fair and equitable over time, taking into account each Client’s investment objectives, strategies, and constraints, and to address related conflicts. Performance Allocations Any performance-based allocations to Engaged Capital will be payable annually in arrears based on the account market value on December 31 of the preceding calendar year. The formulas used for the calculation, as well as for any adjustments for contributions, withdrawals or terminations, will be set forth in the applicable Fund documents or investment management agreement. Certain special purpose funds may have performance allocations allocated at their termination or after capital in excess of invested capital has been distributed.

Engaged Capital does not offer any other services or have any affiliates in the financial industry. Engaged Capital is the investment adviser to the Funds, which are private investment funds. Engaged Capital may also be the general partner of, or act in a similar capacity with respect to, the Funds. The Funds are not publicly offered or traded. The Funds are only available to “Accredited Investors” as the term is defined by Rule 501 of the Securities Act. Investors in a Fund must also meet the financial requirements of Rule 205-3(b) of the Advisers Act. Those regulations generally provide that Engaged Capital may only offer interests in a Fund to certain institutions, certain organizations, certain trusts, or persons who meet stated income or net worth requirements. The

offering memorandum and subscription agreement for any Fund (the “Offering Documents”) provide additional information on these standards. Prospective investors in a Fund receive the Offering Documents.

Code of Ethics Engaged Capital has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. The Code governs the activities of each Supervised Person. The Firm holds its Supervised Persons to a high standard of integrity and business practices that reflect its fiduciary duty to clients. In serving its clients, the Firm strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its Supervised Persons and client securities transactions. When persons covered by the Code engage in personal securities transactions, they must adhere to the following general principles as well as the Code’s specific provisions: (i) at all times the interests of the client must be paramount; (ii) personal transactions must be conducted consistent with the Code in a manner that avoids any actual or potential conflict of interest; and (iii) no inappropriate advantage should be taken of any position of trust and responsibility. Supervised Persons covered by the Code have certain trading restrictions and reporting obligations for their personal securities transactions. Each Supervised Person is provided with a copy of the Code and must annually certify that he or she has received it and complied with its provisions. In addition, any Supervised Person who becomes aware of any potential violation of the Code is obligated to report the potential violation to the CCO. Engaged Capital will provide a copy of its Code to clients or prospective clients upon request. Such a request may be made by submitting a written request to the Firm at the address on the cover page to this Brochure. Personal Trading Practices A potential conflict of interest exists whenever investment advisers or their Supervised Persons trade in the same securities that they are purchasing and selling for clients. The advisers and Supervised Persons may have an incentive to take investment opportunities from clients for their own benefit, favor their personal trades over client transactions when allocating trades, or use the information about the transactions they intend to make for clients to their personal benefit by trading ahead of clients. In order to address this potential conflict of interest, Engaged Capital and its Supervised Persons generally may not purchase or sell securities for themselves that we also select for Clients. This includes related securities (e.g., debt instruments, warrants, options or futures). The exceptions to this general rule are: (1) Engaged Capital, its Supervised Persons, or its affiliates may invest through SPVs or other affiliated vehicles controlled by Engaged Capital, including SPVs that may include only Supervised Persons and that may make investments (including additional investments) in portfolio companies in which a Client may or may not

participate; (2) Engaged Capital may invest alongside the Clients; and (3) Engaged Capital’s Supervised Persons may invest alongside Clients through SPVs established by Engaged Capital. Our policies to address these conflicts include the following: 1. Supervised Persons generally may not engage in personal trading of any small or mid-cap

equity securities (defined as issuers with market capitalizations between $1 billion and $10 billion) and must obtain pre-approval from the Chief Compliance Officer or his/her delegate for any personal trades in any corporate securities or derivatives. Supervised Persons may purchase or sell government securities, municipal securities, ETFs, and other open end investment companies without prior permission. 2. Engaged Capital’s Chief Compliance Officer receives and reviews copies of statements

from brokerage accounts of all Supervised Persons. 3. Engaged Capital’s Chief Compliance Officer will conduct periodic reviews of all personal

trades of Supervised Persons against the trades executed for clients. 4. Conflicts of interest also may arise when Engaged Capital’s personnel become aware of

limited offerings or initial public offerings (“IPOs”), including private placements or offerings of interests in limited partnerships or any thinly traded securities, whether public or private. Given the inherent potential for conflict, limited offerings and IPOs demand extreme care. Engaged Capital’s personnel are required to obtain pre-approval from the Chief Compliance Officer before trading in these types of securities. 5. Under certain limited circumstances, with the Chief Compliance Officer’s approval, we

make exceptions to the policies stated above. Engaged Capital will maintain records of these trades, including the reasons for any exceptions. Financial Interest in Fund Transactions and Fees As a regular part of its business, Engaged Capital may create SPVs or other affiliated vehicles to invest in one or more portfolio companies, including companies in which a Client has invested or may invest. Such vehicles may also make investments in portfolio companies in circumstances where a Client does not participate. Investments by these SPVs or affiliated vehicles may benefit the Clients and may also benefit Engaged Capital due to its interest in the performance of the Clients and such vehicles. Engaged Capital will from time to time enter into agreements or other arrangements, directly or indirectly, with investors that commit significant capital to one or more of the Funds. Where such investors participate in a Fund through a dedicated related Fund (such as a master or feeder Fund), such related Fund may be granted terms that are more favorable than those applicable to other investors. Such preferential terms will from time to time include, but are not limited to, the allocation of a share of Engaged Capital’s management fees and performance-based compensation earned with respect to Funds that have other investors, preemptive rights to invest in specified portions of Engaged Capital’s future investment capacity, and approval rights over such matters as Engaged Capital’s employment of outside service providers and senior investment personnel.

Engaged Capital, with respect to all Funds, will from time to time enter into side letters and other arrangements with certain investors pursuant to which more favorable management fees and performance-based compensation, including “most favored nation” provisions, may be granted to such investors. Other Potential Conflicts of Interest Resolution of Conflicts In the case of all conflicts of interest, Engaged Capital’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using Engaged Capital’s best judgment, but in its sole discretion. In resolving conflicts, Engaged Capital considers various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1)

Engaged Capital will consider the appropriateness of an investment from the viewpoint of a Client;

(2)

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the organizational documents for the Clients;

(3)

Engaged Capital has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest; and

(4)

Prior to subscribing for interests in a Client, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Client.

While Engaged Capital endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that Engaged Capital will identify or resolve all conflicts in a manner that is favorable to the Clients and investors are generally not entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Allocation of Trades and Investment Opportunities In connection with its investment activities, Engaged Capital may encounter situations in which it must determine how to allocate investment opportunities among various Clients. Engaged Capital must first determine which Clients and/or other parties are eligible to participate in an investment opportunity. Engaged Capital assesses whether an investment opportunity is appropriate for particular a Client(s), taking into account, among other considerations: (i) whether the risk-return profile of the proposed investment is consistent with a Client’s objectives; (ii) the potential for the proposed investment to create an imbalance in a Client’s portfolio; (iii) the liquidity requirements of a Client; (iv) potentially adverse tax consequences; (v) regulatory restrictions that would or could limit a Client’s ability to participate in a proposed investment; (vi) the need to re-size risk in a Client’s portfolio; and (vii) contractual restrictions and/or priority rights with respect to allocation. Once Engaged Capital identifies the Client(s) that are eligible to participate in a

particular investment, Engaged Capital, in its discretion, decides how to allocate such investment opportunity among the identified Clients. We generally allocate investment opportunities on a prorata basis to each Client, subject to exceptions made pursuant to policies and procedures adopted from time to time by Engaged Capital. Engaged Capital will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to a Client solely because Engaged Capital purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to another Client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for the Client. In particular, when certain Clients are ramping up their investment or trading strategies, such Clients may receive larger allocations of certain securities than other Clients in order to obtain its desired risk and portfolio size. Conversely, when certain Clients ramp up their investment and trading strategies, other Clients may receive reduced or no allocations of certain securities. Allocation of Co-Investment Opportunities Co-investment vehicles may be formed to make investments alongside a Client and may have different or more favorable rights and/or terms than a Client and/or other co-investors. Any such vehicle is established at Engaged Capital’s sole discretion, and neither investing in a Client nor maintaining any relationship with Engaged Capital and its affiliates entitles any person to coinvestment opportunities or to any particular allocation. Subject to Engaged Capital’s fiduciary duty to Clients, applicable governing documents, any side letters and disclosure to investors: (i) (a) no investor in a Client has a right to participate in any coinvestment opportunity and (b) investing in a Client does not give an investor any rights, entitlements or priority to co-investment opportunities, (ii) decisions regarding whether, when and to whom to offer co-investment opportunities, as well as the applicable terms on which a coinvestment is made, are made in the sole discretion of Engaged Capital or its related persons or other participants in the applicable transactions, such as co-sponsors, (iii) (a) co-investment opportunities generally will be offered to some and not other investors in Clients, in the sole discretion of Engaged Capital or its related persons, and may be offered in amounts smaller than originally requested and (b) an investor may be offered fewer co-investment opportunities than other investors in the same Client, with the same, larger or smaller capital commitments to such Client, (iv) persons other than investors in Clients (e.g., other Clients managed by Engaged Capital, consultants, joint venture partners, Engaged Capital personnel, persons associated with a portfolio company and other third parties, including persons who Engaged Capital believes will provide a benefit to a Client and/or one or more portfolio companies or who provide a strategic sourcing or similar benefit to Engaged Capital, a Client, and/or a portfolio company and one or more of their respective affiliates, due to industry or regulatory expertise or otherwise), rather than one or more investors in a Client, will from time to time be offered co-investment opportunities in the sole discretion of Engaged Capital or its related persons, and (v) co-investors may purchase their interests in a portfolio company at the same time as the Clients or may purchase their interests from the applicable Clients after such Clients have consummated their investment in the portfolio company.

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Factors Considered in Selecting Broker-Dealers for Client Transactions Investment advisers have a fiduciary obligation to seek best execution for their clients. Best execution is not determined by the lowest possible commission costs but by the best qualitative execution. Best execution means executing securities transactions for clients in such a manner that the client’s total purchase costs or sale proceeds in each transaction are most favorable under the circumstances. When it comes to best execution, investment advisers have the following specific fiduciary obligations: 1. to act in the best interest of clients when trading securities for clients’ accounts, including attempting to avoid any conflicts of interest; 2. to continually seek to obtain the best overall deal for clients when placing clients’ trades; 3. to periodically review executed client trades and the firm’s trading practices to help confirm that clients are receiving best execution; and 4. to disclose any unavoidable conflicts of interest pertaining to client trading.

Our process of determining best execution involves not only an assessment of brokerage commissions or bid/offer spreads but also an evaluation of broker-dealer ancillary services. We will consider the full range of a broker-dealer’s services in assessing best execution, including:

competitiveness of commission rates and spreads promptness of execution past history in executing orders clearance and settlement capabilities research capabilities and quality access to markets, investments (including access to new issues) and distribution network trade error rate and ability or willingness to correct errors anonymity/confidentiality market impact liquidity speed of execution expertise with complex transactions trading style and strategy geographic location

Although Engaged Capital will seek competitive commissions and spreads, we may not necessarily obtain the lowest possible rates for portfolio transactions. The commissions, spreads or other transaction fees charged by an executing broker-dealer may be higher or lower than those charged by other broker-dealers. The broker-dealers we utilize to execute client transactions may become investors in Clients managed by Engaged Capital. Engaged Capital would therefore have an incentive to place trades through the broker-dealer in order to maintain or obtain additional investments in the Client. Consistent with our policy to seek best execution of client transactions, Engaged Capital has adopted policies for the review of our brokerage practices (and the broker-dealers through which we place client trades) to confirm that (i) trades are placed in accordance with our standard brokerage practices, and (ii) broker-dealers who may also be Client investors are not inappropriately favored. Research and Other Benefits As part of our trading activities on behalf of Clients, Engaged Capital enters into arrangements where brokerage business is promised in exchange for proprietary or third-party services (“soft dollar” arrangements). Engaged Capital receives a benefit under these arrangements because we do not need to produce or pay for the research, brokerage products or other services received. When we enter into any relationship that could be viewed as a soft dollar arrangement, we intend to comply with the “safe harbor” provided under Section 28(e) of the Securities and Exchange Act of 1934. Section 28(e) provides a safe harbor to investment managers that use commission dollars of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the investment manager in performing investment decision-making responsibilities. Research products or services provided to us may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to

specific securities, financial data and analytic applications, and other products and services providing lawful and appropriate assistance to us in the performance of our investment decisionmaking responsibilities. This research may include both proprietary research or research created or developed by a third party. Under Section 28(e), research obtained with soft dollars generated by clients may be used by us to service accounts other than the clients, including clients that may not have paid for the soft dollar benefit. We do not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. In the last fiscal year, Engaged Capital used soft dollars for the purpose of obtaining research in compliance with the requirements of Section 28(e). We may also receive research, brokerage products and other services in the ordinary course of trading on behalf of the Clients. These bundled services are made available to advisers such as Engaged Capital on an unsolicited basis, without regard to the rates of commissions charged or paid by Clients or the volume of business directed to such broker-dealers. We may have an incentive, however, to select or recommend a broker-dealer based on our interest in receiving the research or brokerage products or other services, rather than on our Clients’ interest in receiving the most favorable execution. Engaged Capital will only use “soft” or commission dollars when we make a good faith determination that the commissions are reasonable in relation to the value of brokerage and research services provided, viewed in terms of either a particular transaction or our overall responsibilities to all Clients. Brokerage for Client Referrals Engaged Capital does not receive client referrals from any broker-dealer or third party in exchange for using that broker-dealer or third party. In the future, a broker-dealer may become an investor in a Fund or a Managed Account client. This would present a conflict, as we would have an incentive to use that broker-dealer rather than one who was not a Fund investor or client. Our policies and procedures address such conflicts by requiring us generally to seek best execution when trading on behalf of the Funds and other clients. Directed Brokerage Transactions Managed Account clients may have relationships with and desire to trade through specific brokerdealers for personal or financial considerations. Engaged Capital is prepared to work with any broker-dealer that a Managed Account client chooses. For the following reasons, however, Managed Account clients who direct Engaged Capital to use a particular broker-dealer for trading may pay higher commission charges than our other clients. Engaged Capital may not have the authority to negotiate commissions or obtain volume discounts, and best execution may not be achieved. Such clients should further understand that when they direct Engaged Capital to use a specific broker, the disparity in transaction charges might exist between the transaction costs charged to the Funds and other clients. Additionally, Engaged Capital may not be able to aggregate the orders of clients who have directed brokerage with other clients. In these circumstances, the trades for clients who direct Engaged Capital to use a particular broker-dealer may be placed after the trades of other clients and may receive less favorable prices.

Aggregation of Transactions If Engaged Capital determines that the purchase or sale of a security is appropriate with regard to multiple Clients, Engaged Capital may, but is not obligated to, purchase or sell such a security on behalf of such Clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client will receive the average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by Engaged Capital. In the event of a partial fill, allocations may be modified on a basis that Engaged Capital deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Engaged Capital. As a result, certain trades in the same security for one Client (including a Client in which Engaged Capital and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another Client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

Engaged Capital may compensate individuals or organizations for the introduction of investors to the Funds. If a solicitor introduces an investor to a Fund, that solicitor will be in compliance with all applicable broker-dealer or other regulations and will also make appropriate disclosure of the nature of the solicitor’s relationship with Engaged Capital to prospective investors at the time of the solicitation. The disclosure of the nature of the solicitor relationship will include disclosure of the compensation or fee structure between Engaged Capital and the solicitor.

Engaged Capital may retain placement agents to solicit commitments from investors in exchange for a fee equal to an annual percentage based on the aggregate amount of investor assets in the Funds and incentive amounts realized, subject to certain exclusions and exceptions. Due to the agreement Engaged Capital has with the placement agent, the placement agent has an incentive to recommend Engaged Capital, resulting in a material conflict of interest.

On January 16, 2026, the SEC announced an order settling administrative cease-and-desist proceedings against Engaged Capital. According to the SEC order, Engaged Capital failed to disclose conflicts of interest regarding Engaged Capital, its personnel and its clients’ ownership of the sponsor of a special purpose acquisition company into which Engaged Capital invested client assets to provide financing for the closing of a business combination. Without admitting or denying the findings, Engaged Capital consented to the entry of the SEC’s order finding that it violated Section 206(2) of the Advisers Act and agreed to a cease and desist order, a censure and a $200,000 civil penalty to settle the charges.

Our portfolio managers manage portfolios on a continuous basis and generally review all positions in client accounts daily. Engaged Capital research analysts and risk personnel are also involved in ongoing monitoring and evaluation of portfolio positions. Engaged Capital has incorporated a formal risk assessment as part of the portfolio monitoring process. Engaged Capital investors receive periodic account reports. The nature and frequency of regular reports to investors in the Funds depend on the terms of the governing documents of such Funds. Typically, investors in the Funds are provided with monthly unaudited account statements, monthly performance and risk summary reports, written quarterly letters, tax information necessary for the completion of their annual tax returns, and annual audited financial statements. Each Managed Account client receives a statement from the custodian that includes an accounting of all holdings and transactions in the account for the reporting period. In addition, Engaged Capital provides written reports detailing performance in Managed Account client accounts on a quarterly basis. Engaged Capital may also provide additional reporting as agreed upon by Engaged Capital and the client on a case-by-case basis.

Engaged Capital is deemed to have custody of the assets of certain private funds. Engaged Capital has put controls in place to protect the assets of each Fund. Engaged Capital may from time to time also have limited custody of our Managed Account clients’ funds or securities when such clients authorize us to deduct our management fees directly from the client’s account. All Managed Account clients’ accounts are held by independent qualified custodians who send statements directly to the client at least quarterly. The statements will reflect the client’s funds and securities held with the qualified custodian as well as any transactions that occurred in the account, including the deduction of Engaged Capital’s fees. Managed Account clients should carefully review and compare the account statements they receive from their qualified custodian(s). When such clients receive statements from Engaged Capital as well as from the qualified custodian, they should compare these two reports carefully. Clients with any questions about their statements should contact us at the address or phone number on the cover of this brochure. Clients who do not receive their statement from their qualified custodian at least quarterly should also notify us.

Engaged Capital has full discretion to decide the specific security to trade, the quantity, and the timing of transactions for the Funds and Managed Accounts. Engaged Capital will not contact clients before placing trades in their account, but Managed Account clients will receive confirmations directly from their custodian for any trades placed. Certain Managed Account clients grant us discretionary authority in the contracts they sign with us. Such clients also give us trading authority over their accounts when they sign the custodian paperwork. Fund investors should review the limited partnership agreements and/or articles of association for the Funds, which outline this authority. However, certain Managed Account client-imposed conditions may limit our discretionary authority, such as where the client prohibits transactions in specific security types or directs Engaged Capital to execute transactions through specific broker-dealers.

We are responsible for voting the proxies issued on securities held in the Funds and Managed Accounts. We have adopted Proxy Voting Policies and Procedures in an effort to ensure we cast votes in the best interests of our Clients. These Proxy Voting Policies and Procedures are summarized as follows:

Engaged Capital believes that proxy voting is an important part of shareholder engagement as it gives shareholders a voice in the decision-making process of a portfolio company’s board of directors and management. We review each and every proxy proposal to determine whether or not it is in the best interests of the shareholders and whether it is consistent with our engagement strategy. As a result, we could vote similar proposals at different companies in different ways. If we have a conflict of interest, we will disclose the conflict to investors in the Fund and our Managed Accounts, or we will contact a third party to advise Engaged Capital to determine the vote and/or provide voting recommendations. In the case of a conflict of interest resulting from a particular employee’s personal relationships, we will remove the employee from the decisionmaking process with respect to the proxy vote. At any time, Fund investors and Managed Account clients may contact us to request information about how we voted proxies or to get a copy of our Proxy Voting Policies and Procedures.

Registered investment advisers are required in this item to provide clients with certain financial information or disclosures about the firm’s financial condition if any of the following facts or circumstances are present. As Engaged Capital does not require the prepayment of more than $1,200 in fees per client, six months or more in advance, does not have or foresee any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy proceeding, no disclosure is required.