KPS Capital Partners

asset under management.

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compensation, including management fee calculation and expense allocation.

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information and disclosure regarding methods of analysis, investment strategies, business practices and the risks related to such activities and conflicts of interest that arise in the course of KPS’ investment and other activities.

Table of Contents Material Changes .............................................................................................................................2 Table of Contents .............................................................................................................................2 Advisory Business ...........................................................................................................................3 Fees and Compensation ...................................................................................................................5 Performance Based Fees and Side-by-Side Management .............................................................14 Types of Clients .............................................................................................................................14 Methods of Analysis, Investment Strategies and Risk of Loss......................................................15 Disciplinary Information................................................................................................................94 Other Financial Industry Activities and Affiliations .....................................................................94 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................95 Brokerage Practices .......................................................................................................................97 Review of Accounts .......................................................................................................................97 Client Referrals and Other Compensation .....................................................................................98 Custody ..........................................................................................................................................98 Investment Discretion ....................................................................................................................98 Voting Client Securities; Class Actions .........................................................................................99 Financial Information.....................................................................................................................99

Advisory Business KPS is a limited partnership formed under the laws of the state of Delaware in 2006, but has been doing business through its predecessor and subsidiary entities since 1998. KPS is principally owned by Michael G. Psaros, David P. Shapiro, Raquel V. Palmer and Jay Bernstein (collectively, the “Principals”). The Principals, together with Ryan Baker, Kyle J. Mumford and Rahul R. Sevani, are collectively referred to herein as the “KPS Partners.” KPS is headquartered in New York, New York and also has affiliate offices and/or personnel in Chicago, Illinois; Washington, D.C.; Frankfurt, Germany; Amsterdam, the Netherlands; and London, England. KPS, through its affiliated management entities, serves as investment manager to private pooled investment vehicles organized and sponsored by KPS and its affiliates (collectively, the “Funds”) to make private equity investments. As of December 31, 2025, KPS and its affiliates, managed $19,080,662,866 on a discretionary basis on behalf of the Funds. KPS and its affiliates do not manage assets on a non-discretionary basis. KPS primarily focuses on making investments in manufacturing and industrial companies across a diverse array of industries, including basic materials, branded consumer, healthcare and luxury products, automotive parts, capital equipment and general manufacturing. KPS targets investment opportunities involving corporate divestitures and carve-outs, private transactions (e.g., acquisitions from families, entrepreneurs and other financial owners seeking to transition ownership), or restructurings that result in a change of control (whether pursuant to a structure bankruptcy or an out-of-court transaction). The managers and general partners of each of the Funds listed below are controlled and primarily owned by KPS or the Principals. Generally, the Funds for which KPS, through its affiliates (as described below), provides management services are as follows: •

KPS Special Situations Fund IV, LP (“Fund IV”) Alberta limited partnership

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KPS Special Situations Fund IV (A), LP (“Fund IV (A)”) Alberta limited partnership

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KPS Special Situations Fund IV (B), LP (“Fund IV (B)”) Alberta limited partnership

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KPS Special Situations Fund IV (A-Delaware), LP (“Fund IV (A-Delaware)” and, together with Fund IV, Fund IV (A) and Fund IV (B), “KPS IV”) Alberta limited partnership

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KPS Special Situations Fund V, LP (“Fund V”) Ontario limited partnership

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KPS Special Situations Fund V (A-Delaware), LP (“Fund V (A-Delaware)”) Delaware limited partnership

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KPS Special Situations Fund V (A), LP (“Fund V (A)” and, together with Fund V and Fund V (A-Delaware) “KPS V”) Ontario limited partnership

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KPS Special Situations Mid-Cap Fund, LP (“Mid-Cap I”) Ontario limited partnership

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KPS Special Situations Mid-Cap Fund (A), LP (“Mid-Cap I (A)”) Ontario limited partnership

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KPS Special Situations Mid-Cap Fund (A–Delaware), LP (“Mid-Cap I (A-Delaware)” and, together with Mid-Cap I and Mid-Cap I (A), “KPS Mid-Cap I”) Delaware limited partnership

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KPS Special Situations Fund VI, LP (“Fund VI”) Ontario limited partnership

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KPS Special Situations Fund VI (A), LP (“Fund VI (A)” and, together with Fund VI, “KPS VI”) Ontario limited partnership

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KPS Special Situations Mid-Cap Fund II, LP (“Mid-Cap Fund II”) Ontario limited partnership

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KPS Special Situations Mid-Cap Fund II (A), LP (“Mid-Cap Fund II (A)” and, together with Mid-Cap Fund II, “KPS Mid-Cap II”) Ontario limited partnership

KPS IV, KPS V, KPS Mid-Cap I, KPS VI and KPS Mid-Cap II are closed to new capital commitments. Information about the Funds is included in this Brochure and is qualified in its entirety by information contained in the Funds’ confidential offering documents, including any private placement memoranda, limited partnership agreements or similar governing documents (the “Governing Documents”). The Funds’ Governing Documents contain complete information on the investment objectives and investment restrictions applicable to each Fund. KPS Management IV, LLC (“Management IV”), KPS Management V, LLC (“Management V”) and KPS MC Management, LLC (“Management MC I”) are each wholly-owned subsidiaries of KPS. Management IV was formed in 2013 and provides investment advisory services to KPS IV and Management V and Management MC I were formed in 2019 and provide advisory services to KPS V and KPS Mid-Cap I, respectively. KPS Management VI, LLC (“Management VI”) and KPS MC Management II, LLC (“Management MC II”) are each wholly-owned subsidiaries of KPS. Management VI was formed in 2023 and provides investment advisory services to KPS VI and Management MC II was formed in 2023 and provides advisory services to KPS Mid-Cap II.

KPS Cayman Management, Ltd. (“Cayman Management”) was formed in 2009 and serves as the sole shareholder of the KPS sub-managers as further detailed below. Cayman Management is owned, directly and indirectly, by the Principals and KPS employees. KPS Capital Germany GmbH is wholly-owned by Cayman Management, was formed in 2010 and provides investment advisory services to certain entities of KPS IV, KPS V, KPS Mid-Cap I, KPS VI and KPS Mid-Cap II with respect to non-U.S. investments, primarily in Europe, pursuant to a sub-management agreement with Management III, Management IV, Management V and Management MC I. KPS Netherlands Management BV is wholly-owned by Cayman Management, was formed in 2018 and provides investment advisory services to certain entities of KPS IV, KPS V, KPS Mid-Cap I, KPS VI and KPS Mid-Cap II with respect to non-U.S. investments, primarily in Europe, including activities conducted through Dutch Cooperatives, pursuant to a sub-management agreement with Management III, Management IV, Management V and Management MC I. KPS UK Management, Ltd is wholly-owned by Cayman Management, was formed in 2025 and provides non-investment advisory services to certain entities of KPS IV, KPS V, KPS Mid-Cap I, KPS VI and KPS Mid-Cap II with respect to non-U.S. investments and investors, primarily in Europe and the Middle East, pursuant to a services agreement with Management IV, Management V, Management MC I, Management VI and Management MC II. In providing services to the Funds, KPS formulates each Fund’s investment objective, directs and manages the investment and reinvestment of each Fund’s assets, and provides periodic reports to the Investors of each Fund. Investment advice is provided directly to the Funds and not individually to the limited partners or shareholders of the Funds (collectively, the “Investors” and each, an “Investor”). KPS manages the assets of each Fund in accordance with the terms and conditions of each Fund’s Governing Documents, each of which contains certain restrictions on the types of assets in which the applicable Fund may invest. Investors and prospective Investors in a Fund should refer to the applicable Governing Documents for complete information on the specific terms, including investment objectives and investment restrictions, applicable to the Fund. There can be no assurance that any of such Funds’ objectives will be achieved.

Fees and Compensation KPS or an affiliated entity is entitled to a carried interest and also receives a management fee for providing managerial and administrative services to a Fund. Management fees are generally payable by a Fund quarterly in advance and are pro-rated for any period that is less than a full calendar quarter. The Funds pay their respective management companies (as described in the Advisory Business section above), each of which is primarily owned by or under common control with KPS, aggregate management fees ranging from 1% to 1.75% per annum of committed capital or actively invested capital of each Fund during the life of such Fund. The Funds are also subject to a carried interest of 25%-30% of profits on distributions derived from the disposition of investments or securities (following a preferred return of 8% to the Investors), which is paid to affiliates of KPS. As a

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