Bunge Global SA
A global agribusiness that connects farmers to consumers, Bunge processes oilseeds, merchandises grain, and sells packaged plant-based oils, with a major position in South American wheat flour and bakery mixes. It began in 1818 as a modest import-export trading house in Amsterdam founded by Johann Peter Gottlieb Bunge, later expanding into Argentina and Brazil. In 2025 it completed its transformative acquisition of Viterra, one of the world's largest grain traders.
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes as part of their ordinary business and investing activities. Subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and CPPIB Monroe (the "Shareholder's Agreement"), CPPIB Monroe is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on CPPIB Monroe (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date CPPIB Monroe no longer has a director serving on the Issuer Board, (d) a customary "standstill" for CPPIB Monroe not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until CPPIB Monroe ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the 2024 Annual General Meeting of Shareholders of the Issuer held on May 15, 2024, shareholders of the Issuer elected Adrian Isman and Anne Jensen, both of whom were nominated by CPPIB Monroe, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2025 annual general meeting, subject to and contingent upon the closing. Both Isman and Jensen were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. Accordingly, the Reporting Persons may participate in and influence the affairs of the Issuer through its rights under the Shareholder's Agreement. In addition, each Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other applicable approvals, each Reporting Person may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons intends to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Each Reporting Person may also engage in other discussions with representatives of the Issuer and/or with other holders of the Issuer's securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, each Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. Each Reporting Person may exchange information with any such persons, including as applicable, pursuant to appropriate confidentiality or similar agreements. Each Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes as part of their ordinary business and investing activities. Subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and CPPIB Monroe (the "Shareholder's Agreement"), CPPIB Monroe is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on CPPIB Monroe (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date CPPIB Monroe no longer has a director serving on the Issuer Board, (d) a customary "standstill" for CPPIB Monroe not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until CPPIB Monroe ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the 2024 Annual General Meeting of Shareholders of the Issuer held on May 15, 2024, shareholders of the Issuer elected Adrian Isman and Anne Jensen, both of whom were nominated by CPPIB Monroe, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2025 annual general meeting, subject to and contingent upon the closing. Both Isman and Jensen were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. Accordingly, the Reporting Persons may participate in and influence the affairs of the Issuer through its rights under the Shareholder's Agreement. In addition, each Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other applicable approvals, each Reporting Person may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons intends to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Each Reporting Person may also engage in other discussions with representatives of the Issuer and/or with other holders of the Issuer's securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, each Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. Each Reporting Person may exchange information with any such persons, including as applicable, pursuant to appropriate confidentiality or similar agreements. Each Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes as part of their ordinary business and investing activities. Subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and CPPIB Monroe (the "Shareholder's Agreement"), CPPIB Monroe is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on CPPIB Monroe (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date CPPIB Monroe no longer has a director serving on the Issuer Board, (d) a customary "standstill" for CPPIB Monroe not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until CPPIB Monroe ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the 2024 Annual General Meeting of Shareholders of the Issuer held on May 15, 2024, shareholders of the Issuer elected Adrian Isman and Anne Jensen, both of whom were nominated by CPPIB Monroe, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2025 annual general meeting, subject to and contingent upon the closing. Both Isman and Jensen were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. Accordingly, the Reporting Persons may participate in and influence the affairs of the Issuer through its rights under the Shareholder's Agreement. In addition, each Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other applicable approvals, each Reporting Person may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons intends to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Each Reporting Person may also engage in other discussions with representatives of the Issuer and/or with other holders of the Issuer's securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, each Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. Each Reporting Person may exchange information with any such persons, including as applicable, pursuant to appropriate confidentiality or similar agreements. Each Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes as part of their ordinary business and investing activities. Subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and CPPIB Monroe (the "Shareholder's Agreement"), CPPIB Monroe is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on CPPIB Monroe (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date CPPIB Monroe no longer has a director serving on the Issuer Board, (d) a customary "standstill" for CPPIB Monroe not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until CPPIB Monroe ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the 2024 Annual General Meeting of Shareholders of the Issuer held on May 15, 2024, shareholders of the Issuer elected Adrian Isman and Anne Jensen, both of whom were nominated by CPPIB Monroe, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2025 annual general meeting, subject to and contingent upon the closing. Both Isman and Jensen were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. Accordingly, the Reporting Persons may participate in and influence the affairs of the Issuer through its rights under the Shareholder's Agreement. In addition, each Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other applicable approvals, each Reporting Person may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons intends to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Each Reporting Person may also engage in other discussions with representatives of the Issuer and/or with other holders of the Issuer's securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, each Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. Each Reporting Person may exchange information with any such persons, including as applicable, pursuant to appropriate confidentiality or similar agreements. Each Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes. However, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons will seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Depending on the results of such evaluations, the Reporting Persons may at any time and from time to time, subject to the restrictions set forth in the Shareholder's Agreement (as defined below), (i) purchase, receive in a distribution or other transfer or otherwise acquire Registered Shares, other securities of the Issuer or instruments convertible into or exercisable for any such securities (collectively, "Issuer Securities"), (ii) sell, transfer, distribute or otherwise dispose of Issuer Securities in the open market, in privately negotiated transactions or otherwise (including entering into derivative transactions to hedge market risk), and (iii) engage in or encourage communications with the Issuer, members of management and the board of directors of the Issuer (the "Issuer Board"), other existing or prospective security holders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors to consider exploring any of (i) or (ii) above or any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) -(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. Further, subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and Danelo (the "Shareholder's Agreement"), Danelo is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on Danelo (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date Danelo no longer has a director serving on the Issuer Board, (d) a customary "standstill" for Danelo not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until Danelo ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the Annual General Meeting of Shareholders of the Issuer held on May 15, 2025, shareholders of the Issuer elected Christopher Mahoney and Markus Walt, both of whom were nominated by Danelo, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2026 annual general meeting, subject to and contingent upon the closing. Both Messrs. Mahoney and Walt were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. The Reporting Persons reserve the right to change their plans and intentions with respect to the Issuer at any time, as they deem appropriate. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Capital World Investors | 13G/APassive | 10.7% | 20.70M | May 14, 2026 |
| Vanguard Capital Management | 13GPassive | 5.47% | 10.60M | Apr 28, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 26, 2026 |
| STATE STREET CORPORATION | 13GPassive | 3.5% | 6.92M | Nov 10, 2025 |
| BlackRock, Inc. | 13G/APassive | 7.1% | 14.15M | Oct 17, 2025 |
| Canada Pension Plan Investment Board | 13DActivist | 13.1% | 26.24M | Jul 8, 2025 |
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes as part of their ordinary business and investing activities. Subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and CPPIB Monroe (the "Shareholder's Agreement"), CPPIB Monroe is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on CPPIB Monroe (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date CPPIB Monroe no longer has a director serving on the Issuer Board, (d) a customary "standstill" for CPPIB Monroe not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until CPPIB Monroe ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the 2024 Annual General Meeting of Shareholders of the Issuer held on May 15, 2024, shareholders of the Issuer elected Adrian Isman and Anne Jensen, both of whom were nominated by CPPIB Monroe, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2025 annual general meeting, subject to and contingent upon the closing. Both Isman and Jensen were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. Accordingly, the Reporting Persons may participate in and influence the affairs of the Issuer through its rights under the Shareholder's Agreement. In addition, each Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other applicable approvals, each Reporting Person may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons intends to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Each Reporting Person may also engage in other discussions with representatives of the Issuer and/or with other holders of the Issuer's securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, each Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. Each Reporting Person may exchange information with any such persons, including as applicable, pursuant to appropriate confidentiality or similar agreements. Each Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference. | ||||
| CPP Investment Board Private Holdings (5), Inc. | 13DActivist | 13.1% | 26.24M | Jul 8, 2025 |
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes as part of their ordinary business and investing activities. Subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and CPPIB Monroe (the "Shareholder's Agreement"), CPPIB Monroe is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on CPPIB Monroe (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date CPPIB Monroe no longer has a director serving on the Issuer Board, (d) a customary "standstill" for CPPIB Monroe not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until CPPIB Monroe ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the 2024 Annual General Meeting of Shareholders of the Issuer held on May 15, 2024, shareholders of the Issuer elected Adrian Isman and Anne Jensen, both of whom were nominated by CPPIB Monroe, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2025 annual general meeting, subject to and contingent upon the closing. Both Isman and Jensen were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. Accordingly, the Reporting Persons may participate in and influence the affairs of the Issuer through its rights under the Shareholder's Agreement. In addition, each Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other applicable approvals, each Reporting Person may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons intends to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Each Reporting Person may also engage in other discussions with representatives of the Issuer and/or with other holders of the Issuer's securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, each Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. Each Reporting Person may exchange information with any such persons, including as applicable, pursuant to appropriate confidentiality or similar agreements. Each Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference. | ||||
| CPP Investment Board Private Holdings (6), Inc. | 13DActivist | 13.1% | 26.24M | Jul 8, 2025 |
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes as part of their ordinary business and investing activities. Subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and CPPIB Monroe (the "Shareholder's Agreement"), CPPIB Monroe is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on CPPIB Monroe (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date CPPIB Monroe no longer has a director serving on the Issuer Board, (d) a customary "standstill" for CPPIB Monroe not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until CPPIB Monroe ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the 2024 Annual General Meeting of Shareholders of the Issuer held on May 15, 2024, shareholders of the Issuer elected Adrian Isman and Anne Jensen, both of whom were nominated by CPPIB Monroe, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2025 annual general meeting, subject to and contingent upon the closing. Both Isman and Jensen were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. Accordingly, the Reporting Persons may participate in and influence the affairs of the Issuer through its rights under the Shareholder's Agreement. In addition, each Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other applicable approvals, each Reporting Person may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons intends to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Each Reporting Person may also engage in other discussions with representatives of the Issuer and/or with other holders of the Issuer's securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, each Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. Each Reporting Person may exchange information with any such persons, including as applicable, pursuant to appropriate confidentiality or similar agreements. Each Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference. | ||||
| CPPIB Monroe Canada, Inc. | 13DActivist | 13.1% | 26.24M | Jul 8, 2025 |
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes as part of their ordinary business and investing activities. Subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and CPPIB Monroe (the "Shareholder's Agreement"), CPPIB Monroe is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on CPPIB Monroe (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date CPPIB Monroe no longer has a director serving on the Issuer Board, (d) a customary "standstill" for CPPIB Monroe not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until CPPIB Monroe ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the 2024 Annual General Meeting of Shareholders of the Issuer held on May 15, 2024, shareholders of the Issuer elected Adrian Isman and Anne Jensen, both of whom were nominated by CPPIB Monroe, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2025 annual general meeting, subject to and contingent upon the closing. Both Isman and Jensen were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. Accordingly, the Reporting Persons may participate in and influence the affairs of the Issuer through its rights under the Shareholder's Agreement. In addition, each Reporting Person intends to monitor and evaluate its investment on an ongoing basis and expect regularly to review and consider alternative ways of maximizing its return on such investment. Subject to market conditions, valuations, regulatory approvals and any other applicable approvals, each Reporting Person may acquire additional securities of the Issuer or dispose of any securities of the Issuer in open market transactions, privately negotiated transactions, or otherwise. In exploring ways to maximize the return on its investment, and as part of its ongoing investment activities, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons intends to seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Each Reporting Person may also engage in other discussions with representatives of the Issuer and/or with other holders of the Issuer's securities and, from time to time, suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among other things, the Issuer's operations, management, corporate governance, capital structure or its control, strategic alternatives and direction. To facilitate its consideration of such matters, each Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. Each Reporting Person may exchange information with any such persons, including as applicable, pursuant to appropriate confidentiality or similar agreements. Each Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming any intention to pursue any particular plan or direction. Each Reporting Person may, at any time, and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of the instructions to Schedule 13D. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference. | ||||
| Glencore plc | 13DActivist | 16.4% | 32.81M | Jul 7, 2025 |
The information set forth or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes. However, the Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons will seek the views of, hold discussions with, and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs. Depending on the results of such evaluations, the Reporting Persons may at any time and from time to time, subject to the restrictions set forth in the Shareholder's Agreement (as defined below), (i) purchase, receive in a distribution or other transfer or otherwise acquire Registered Shares, other securities of the Issuer or instruments convertible into or exercisable for any such securities (collectively, "Issuer Securities"), (ii) sell, transfer, distribute or otherwise dispose of Issuer Securities in the open market, in privately negotiated transactions or otherwise (including entering into derivative transactions to hedge market risk), and (iii) engage in or encourage communications with the Issuer, members of management and the board of directors of the Issuer (the "Issuer Board"), other existing or prospective security holders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors to consider exploring any of (i) or (ii) above or any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) -(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. Further, subject to certain exceptions, limitations and applicable law, pursuant to the Shareholder's Agreement, dated as of the Closing Date, by and between the Issuer and Danelo (the "Shareholder's Agreement"), Danelo is entitled to (i) nominate two individuals to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 10% of the total outstanding shares of the Issuer and (ii) nominate one individual to the Issuer Board so long as the Reporting Persons (and any affiliates) continue to own at least 5% but no more than 10% of the total outstanding shares of the Issuer. In addition, the Shareholder's Agreement imposes on Danelo (a) certain customary lockup obligations, with certain exceptions, for a period of one year following the Closing Date, (b) a prohibition on transfers to the Issuer's competitors and activist investors, (c) certain non-solicitation and non-compete obligations, with certain exceptions, until the later of (i) three years following the Closing Date and (ii) six months following the date Danelo no longer has a director serving on the Issuer Board, (d) a customary "standstill" for Danelo not to acquire any additional Registered Shares in excess of 19.9% of the total outstanding shares of the Issuer until Danelo ceases to beneficially own at least 7% of the total outstanding shares of the Issuer and (e) certain voting commitments in support of recommendations of the Issuer Board. At the Annual General Meeting of Shareholders of the Issuer held on May 15, 2025, shareholders of the Issuer elected Christopher Mahoney and Markus Walt, both of whom were nominated by Danelo, to serve as directors on the Issuer Board for a term extending from the Closing Date until completion of the 2026 annual general meeting, subject to and contingent upon the closing. Both Messrs. Mahoney and Walt were appointed to the Issuer Board on the Closing Date, and these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors of the Issuer, in their fiduciary capacity as directors of the Issuer. The Reporting Persons reserve the right to change their plans and intentions with respect to the Issuer at any time, as they deem appropriate. The foregoing description of the Shareholder's Agreement does not purport to describe all the terms and provisions thereof and is qualified in its entirety by reference to the full text of that document, a copy of which is included as Exhibit 99.4 to this Schedule 13D and is incorporated herein by reference. | ||||