Tsai Capital

Tsai Capital Corporation is organized as a Delaware corporation and has been in the business of providing investment management services since 1997. The sole person determining the investment advice provided by Tsai Capital Corporation is Christopher Tsai. Born in 1974, Mr. Tsai received a Bachelor of Arts degree in philosophy and international politics from Middlebury College in 1997. In 1997, Mr. Tsai was an equity analyst at Bear, Stearns & Co., Inc. Since 1997, Mr. Tsai has been President & Chief Investment Officer of Tsai Capital Corporation. Tsai Capital Corporation manages accounts with full discretionary authority. As of December 31, 2025, Tsai Capital Corporation managed approximately $148 million in assets on a discretionary basis, consisting of a number of separately managed accounts.

Separately managed accounts Tsai Capital Corporation charges an annual 1.95% for the first $5,000,000 in net assets under management, 1.5% for the second incremental $5,000,000 in net assets under management, and 1.25% for the third incremental $5,000,000 in net assets under management. Fees for assets under management exceeding $15,000,000 are negotiable. Accounts are billed quarterly in arrears, based on the net assets of the client's account at the end of each quarter, including accrued dividends. Fees are negotiable. Clients will also incur brokerage and other transaction costs in connection with their investment accounts.

Tsai Capital seeks the long-term growth and preservation of capital. Primary attention is given to finding individual securities that offer significant upside potential and a margin of safety at the time of purchase. In choosing individual securities, Tsai Capital ignores short-term volatility and instead focuses on the long-term potential for capital appreciation. We believe that this approach broadens the universe of our investment opportunities as other market participants, generally operating under institutional constraints, have a much shorter time horizon.

We generally do not engage in short-term trading on behalf of our clients in order to protect short-term performance. Instead, we rely on discounted valuations in our efforts to reduce the risk of overall portfolio loss over the long term. We believe that purchasing securities at discounts to our estimate of intrinsic value also helps to maximize potential profitability. We invest separate account assets predominantly in the equity of growth companies, but we may also purchase debt and other income securities, exchange-traded funds, options, and potentially other investment instruments. Tsai Capital believes a widely-diversified portfolio managed by otherwise reasonably competent managers who are less informed about their investments is far more risky than a relatively concentrated portfolio managed by the same managers in which every position is well researched and well understood. Therefore, Tsai Capital clients must be willing to accept temporary and even prolonged volatility. We focus principally on the chances of permanent loss of capital instead of on mere changes in market quotations and period-to-period performance. Methods of Analysis Tsai Capital employs fundamental analysis in order to achieve the long-term growth and preservation of capital. Fundamental analysis involves analyzing a company’s operations, financials, management, culture, competitors, value chain, and other factors. The goal of fundamental analysis is to form a thesis about a company’s likely future, and in turn, an estimate of its intrinsic value. Fundamental analysis does not attempt to anticipate market movements. Principal Risks Below is a summary of potentially material risks for each significant Tsai Capital investment strategy used, the methods of analysis used, and/or the particular types of investments that a separately managed accounts may invest in. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment. Investors should ultimately refer to the applicable Memorandum or investment management agreement, as the case may be, for detailed disclosures regarding their investments. All investing involves a risk of loss that investors should be prepared to bear, including the risk that the entire amount invested may be lost. The investment strategies offered by Tsai Capital could lose money over short or long periods of time. Identifying undervalued securities and other assets is difficult, and there are no assurances that Tsai Capital’s investment strategies will succeed. Tsai Capital cannot give any guarantee that it will achieve the investment objectives it establishes for a client or that any client will receive a return of its investment. Special Situations: Tsai Capital may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies or sovereign debt involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does

not in fact occur, Tsai Capital may be required to sell the investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the clients may be invested, there is a potential risk of loss by clients or their entire investments in such companies. In connection with such transactions (or otherwise), the Tsai Capital may purchase securities on a when-issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and is often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price or interest rate receivable with respect to a when-issued security can be fixed when Tsai Capital enters into the commitment. Such securities are subject to changes in market value prior to their delivery. Restrictions on Trading Due to Status. It is possible that Tsai Capital may deem it necessary to seek representation on the Board of Directors of, or on official or unofficial creditors committees for, a company. Such representation could, however, cause Tsai Capital and/or it clients to be deemed to be "insiders" or “fiduciaries" of the distressed company or of a creditors committee, in which case the ability of Tsai Capital to trade in the securities and claims of such company could be restricted. Concentration of Holdings. Client accounts will hold a discrete number of relatively large (in relation to their capital) investment positions in the same or similar financial instruments, markets, or industries. These positions individually or collectively may exhibit substantial price volatility, meaning that a loss in any such position could have a material adverse impact on portfolio values. Additionally, exposure to credit and market risks associated with such financial instruments, markets, or industries will also be increased. Leverage and Financing Risks. Tsai Capital may use leverage in connection with its investment program. Accordingly, Tsai Capital may pledge client assets in order to borrow additional funds for investment purposes. Leverage may also be created through the use of options, short sales, swaps, credit default swaps, forwards and other derivative instrument s. While leverage presents opportunities for increasing the total return on investments, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment could be magnified to the extent leverage is utilized. Portfolio Company Leverage. Tsai Capital’s investments may include portfolio companies whose capital structures have significant leverage. The leveraged capital structure of such portfolio companies will increase the exposure of the portfolio companies to adverse economic factors, such as rising interest rates, downturns in the economy or deteriorations in the condition of such company or its industry. In the event that such a portfolio company is unable to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness, the value of the investment in such company could be significantly reduced or even eliminated. Event-Driven Investing. Event-driven investing requires making predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market anticipated, resulting in losses. In addition, a company may

announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a Federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. Federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of operations may be expected to fluctuate from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Short Selling. Short selling involves selling securities which are not owned by the short seller, and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the seller to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. 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 to Tsai Capital of buying those securities to cover the short position. There can be no assurance that Tsai Capital will be able to maintain the ability to borrow securities sold short. In such cases, Tsai Capital can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Counterparty Insolvency. Client assets may be held in one or more accounts maintained by counterparties. There is a risk that any of such counterparties could become insolvent and/or subject to insolvency proceedings. The insolvency of counterparties is likely to impair the operational capabilities of Tsai Capital and limit access to client assets. There also exists the risk that the recovery of client assets from counterparties could be delayed or be of a value less than the value of the instruments or assets originally entrusted to such counterparties. In addition, Tsai Capital may use counterparties located in jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in foreign jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to client assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on clients’ assets.

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Tsai Capital Corporation manages separate account portfolios for a range of clients, including corporations, individuals, foundations and trusts. The minimum account size is $5,000,000, though this minimum may be waived and/or selectively applied at Tsai Capital’s sole discretion.. Tsai Capital is under no obligation to accept any client and may decline acceptance of a client in its sole discretion.

Tsai Capital Corporation does not charge performance-based fees to any of its separately managed accounts.

Tsai Capital Corporation and Christopher Tsai have no other financial industry activities or affiliations to disclose.

To avoid any potential conflicts, client transactions always receive priority over any transactions on behalf of Tsai Capital Corporation or its officers and employees. Tsai Capital manages its own corporate investment accounts (‘proprietary accounts”) that may purchase, sell or hold positions in securities that may also be held or have been or will be purchased or sold for the accounts of Tsai Capital’s clients. The proprietary accounts may also trade any particular security at or about the same time that the security is traded for client accounts. Where feasible, the Tsai Capital proprietary accounts may receive the average share price received by other client accounts on a particular transaction. This creates a potential conflict of interest in that, should client accounts receive only a partial fill on a particular trade, the Tsai Capital proprietary accounts may receive a pro-rata share of that partial fill. However, under no circumstances will the proprietary accounts receive preferential treatment over client accounts. It is important to note that Tsai Capital Corporation also manages the personal accounts of Christopher Tsai as well as certain of his family members. Where Tsai Capital Corporation serves as an investment adviser to affiliated accounts, such accounts are treated in a manner similar to any other accounts, and under no circumstances will affiliated accounts be provided preferential treatment over other accounts managed by Tsai Capital Corporation, with the exception that Tsai Capital Corporation may charge different and/or reduced advisory fees to such accounts.

Tsai Capital Corporation has adopted a Code of Ethics to effectuate the purposes and objectives of Sections 204A and 206 of the Investment Advisers Act of 1940 and Rule 204-2 under the Act. The Code of Ethics sets forth Tsai’s standard of business conduct as a fiduciary and requires that all employees comply with the federal securities laws. From time to time, Tsai personnel may purchase or sell securities of their personal accounts that are also recommended to advisory clients. To avoid any potential conflicts, client transactions always receive priority over any transactions on behalf of Tsai or any of its related persons. In addition, Tsai personnel may not purchase and sell the same security as a client on the same day that the security is purchased or sold for the client. Additionally, restrictions apply to securities transactions executed by Tsai personnel within one day of either side of the client trade. Restrictions pertaining to trades on one day of either side of a client trade are subject to certain de minimus provisions and may be waived upon consent of Tsai’s Chief Compliance Officer based on individual circumstances. The trading restrictions noted above do not apply to (1) personal securities transactions that are not reportable under Tsai’s Code of Ethics; and (2) transactions in exchange traded funds. Please note that affiliated accounts actively managed by Tsai Capital are not subject to the restrictions set forth in this paragraph, but instead are managed as discussed two paragraphs above. If you would like a copy of the Tsai Capital Corporation Code of Ethics, please send a request to Tsai Capital Corporation via email to ctsai@tsaicapital.com.

As a matter of policy, and unless otherwise directed by the client, Tsai normally places trades for each separately managed account with the broker that maintains custody of the account. If a separately managed account is held at a custodian that is not a broker-dealer, Tsai will generally execute transactions with Stifel, Nicolaus & Company (“Stifel”), unless otherwise directed by the client. Within these parameters, Tsai Capital makes reasonable efforts to negotiate the cost of trades. It should be noted, however, that Tsai deems these arrangements to be “client directed brokerage” and is limited in its ability to negotiate best price and best execution for each transaction. Tsai Capital does not engage in the use of third-party soft dollar research services. Tsai Capital may, however, be provided with proprietary research, client and trade reporting functionalities, articles and other data regarding economic and other information and other research items and data capabilities from brokers, including Stifel, to whom clients direct their trading activities. Brokerage and other transaction costs will occur and will be the paid solely by the clients, separately from their advisory fee.

Tsai Capital Corporation may make cash payments to affiliated parties, or to unaffiliated third parties for recommending the use of its advisory services to such third party's client. Such cash payments are expected to be paid pursuant to a written agreement between Tsai Capital Corporation and the other party. The other party will provide each prospective client with a copy of Tsai Capital Corporation's Brochure and a disclosure document that sets forth the terms of the arrangement and the fees to be paid. Fees charged to the clients who are referred will not be higher than those charged to clients who are not.

Tsai Capital Corporation and Christopher Tsai have no legal or disciplinary events to disclose.

The performance of all accounts is reviewed and monitored no less frequently than monthly and on an asneeded basis. There are no different levels or different triggering factors regarding the review and monitoring of accounts. Factors utilized for review and monitoring include: substantial market value changes; significant fundamental changes to investment holdings; and large contributions or withdrawals to client accounts. All accounts are reviewed by Christopher Tsai, President & Chief Investment Officer.

All separately managed account holders receive (1) monthly brokerage statements, and (2) other information sent by Tsai Capital Corporation provided upon client request. Separate account holders also receive an annual investor letter.

Tsai Capital does not maintain custody of client account assets.

Tsai Capital, through its investment management agreements, generally maintains full investment discretion with respect to the separately managed accounts, subject to any limitations specified in the relevant investment management agreement. In its role as a discretionary investment manager, Tsai Capital generally has the full authority to choose which investments are purchased or sold and the quantities of each investment to be purchased and sold.

As a general policy, Tsai Capital Corporation does not vote proxies on behalf of its separately managed account clients. It is Tsai Capital’s policy to direct proxy voting requests to its separately managed account clients. Tsai believes that these clients are best positioned to determine whether they wish to vote on particular matters and, if so, how the matters should be voted upon.

Tsai does not require or solicit prepayment of more than $1,200 in fees six months or more in advance and has not been subject to a bankruptcy petition within the past ten years. Additionally, Tsai does not have any financial condition that is likely to impair its ability to fulfill its contractual obligations.