Except as set forth below, there have been no material changes to the risk factors previously disclosed in Item 1A “Risk Factors” in Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 12, 2026 (the “annual report”). The following disclosure is added as the last risk factor under the caption “Risks Related to Legal and Regulatory Matters” contained in the annual report. Legislation enacted in Bermuda as to economic substance may affect our operations. Pursuant to the Economic Substance Act 2018 of Bermuda, as amended, and the Economic Substance Regulations 2018, as amended (collectively, the “ES Act”), that came into force on January 1, 2019, a registered entity other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda that carries on as a business any one or more of the “relevant activities” referred to in the ES Act . The ES Act will require in-scope Bermuda entities which are engaged in such “relevant activities” to be directed and managed in Bermuda, have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and premises in Bermuda and perform core income-generating activities in Bermuda. The list of “relevant activities” includes carrying on any one or more of banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service center, intellectual property and holding entities. To the extent the Company is conducting a “relevant activity,” we believe it will be the relevant activity of a “holding entity” within the meaning of the ES Act. On this basis, the Company should be subject to only minimum economic substance requirements under the ES Act and related regulations. However, if the Company is deemed to be carrying on another “relevant activity” within the meaning of the ES Act, other than that of a holding entity (such as the relevant activity of financing and leasing or headquarters business), the Company may be required to increase its substance in Bermuda in response to requirements imposed by the ES Act and related regulations. If this were the case, this could result in additional costs that could adversely affect the Company’s financial condition or results of operations. The following disclosure replaces in its entirety the risk factors under the caption “Risks Related to Tax Matters” contained in the annual report. Risks Related to Tax Matters The Company may have future exposure to changes in its tax residency. The Company intends to conduct its affairs so that it is resident for tax purposes solely in Bermuda. It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority, or as a result of any change in the conduct of the Company’s affairs following a review by its directors or for any other reason, the Company could become, or be regarded as having become, a tax resident or otherwise subject to tax in a jurisdiction other than Bermuda. In such an event, the Company may have exposure related to unexpected tax liabilities that would have an adverse effect. The Company’s effective tax rate may fluctuate. In connection with the Redomiciliation, the Company recognized a tax benefit from the reduction of a valuation allowance on certain foreign deferred tax assets that are expected to be used in future periods. This is not expected to affect the Company’s cash taxes or adjusted net income per share. However, beginning the second quarter of 2026, the Company’s effective tax rate decreased as a result, and is expected to be followed by an increase during the period in which the foreign deferred tax asset is utilized. As a result, the Company’s results of operations may be negatively impacted during such period. 43 Bermuda’s limited network of international tax treaties may present an incremental tax risk to the Company, its subsidiaries and their cash flow. The Company is a Bermuda exempted company intended to be tax resident solely in Bermuda. Bermuda has no comprehensive income tax treaties and only a very limited number of special purpose tax treaties. Certain tax treaty benefits may or will not be available with respect to various intercompany distributions and other intercompany transactions or dispositions. This could adversely impact our ability to make intercompany distributions or engage in other intercompany transactions. Future changes to tax laws could adversely affect us. Changes to international tax laws could result in substantially higher taxes and have a significant adverse effect on our operations, financial condition and liquidity. In recent times, the Parliament of the United Kingdom, the European Union, the Organization for Economic Co-operation and Development (“OECD”), the U.S. Congress and other government agencies in jurisdictions where the Company and its affiliates will do business have focused extensively on issues related to the taxation of multinational corporations. As a result, Bermuda, U.K. and U.S. tax laws, as well as tax laws in other countries in which the Company and its affiliates do business, could change, including on a retroactive basis, and any such changes could adversely affect the Company and its affiliates. Specifically, further changes in the tax laws of the various jurisdictions in which we operate could arise as a result of the Base Erosion and Profit Shifting (“BEPS”) project undertaken by the OECD. The OECD represents a coalition of member countries that encompasses most of the jurisdictions in which we operate. In October 2021, the OECD announced the OECD/G20 Inclusive Framework of Base Erosion and Profit Shifting (the “BEPS Framework”), which involved a two-pillar solution to reform international taxation. Pillar Two establishes a global minimum tax regime that applies to multinational enterprises with global revenue of at least €750 million in at least two years out of the four previous years. Under Pillar Two, a top-up tax can be imposed in each jurisdiction in which the group operates if the effective tax rate in such jurisdiction is less than 15%. Under certain charging rules, the top-up tax may be collected in a jurisdiction other than the jurisdiction where profits arise solely because a member of a multinational enterprise group is located in a jurisdiction that has implemented such charging rules pursuant to Pillar Two. Most jurisdictions in which we operate have introduced legislation to implement Pillar Two, which could result in the taxation of the profits of Gates affiliates worldwide. Bermuda has not adopted Pillar Two. Instead, a 15% corporate income tax was introduced in Bermuda in 2023 pursuant to the Bermuda Corporate Income Tax Act 2023, as amended, and became fully effective on January 1, 2025. Bermuda’s corporate income tax only applies to profits arising in Bermuda and not to profits arising in non-Bermuda subsidiaries. This 15% corporate income tax could apply to the Company notwithstanding that the Company has obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any future legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to the Company or to any of its operations or shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by the Company in respect of real property owned or leased by it in Bermuda. In addition, the BEPS Framework, as well as legislative changes in many countries, has resulted in various initiatives that require the sharing of company financial and operational information with taxing authorities on a local or global basis. This may lead to greater audit scrutiny of profits earned in other countries as well as disagreements between jurisdictions associated with the proper allocation of profits between jurisdictions. Overall, ongoing developments relating to the BEPS Framework, including Pillar Two and the Bermuda corporate income tax, could adversely affect our financial position through increasing our tax liabilities on a worldwide basis. The impact that these tax law changes will have on the Company is uncertain. The following disclosure replaces in its entirety the risk factors under the caption “Risks Related to the Ownership of our Ordinary Shares” contained in the annual report. Risks Related to the Ownership of our Common Shares Because we have no current plans to pay dividends on our common shares, our shareholders may not receive any return on their investments unless they sell their common shares for a price greater than that which they paid. 44 We have no current plans to pay dividends on our common shares. The declaration, amount and payment of any future dividends on our common shares will, subject to contractual, legal, tax and regulatory restrictions, be at the sole discretion of our Board. Our Board may take into account general economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements and implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our Board may deem relevant. In addition, our ability to pay dividends is limited by our senior secured credit facilities and notes and may be limited by covenants of other indebtedness we or our subsidiaries incur in the future. As a result, our shareholders may not receive any return on an investment in our common shares unless such shares are sold for a price greater than that which was paid for them. If we were to issue preference shares, they may have rights, preferences and privileges that adversely affect our common shares or our other securities. The Company is authorized under its amended and restated bye-laws (“Bye-laws”) to issue preference shares, with such rights, preferences and privileges as may be determined from time-to-time by our Board. Similarly, our Board is empowered to issue preference shares with nominal value in any currency and with, or having attached to them, such powers, designations, preferences, voting rights, rights and terms of redemption, and relative participating, optional or other special rights and qualifications, limitations and restrictions attaching thereto as our Board may determine, including rights to (a) receive dividends (which may include rights to receive preferential or cumulative dividends), (b) distributions made on a winding up of the Company and (c) be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of shares, at such price or prices (subject to the Companies Act 1981 of Bermuda, as may be amended from time to time (the “Bermuda Companies Act”)) or at such rates of exchange and with such adjustments as may be determined by our Board. No preference shares are presently issued and outstanding and we have no immediate plans to issue preference shares. The issue of preference shares, depending on the rights, preferences and privileges attributable to the preference shares, could adversely reduce the voting rights and powers of our common shares and the portion of our assets allocated for distribution to our shareholders in a liquidation event, and could also result in dilution in the net book value per share of our common shares. We cannot assure you that we will not, under certain circumstances, issue preference shares for the purposes of raising capital, a shareholder rights plan or otherwise. However, the Company does not have a shareholder rights plan, or poison pill, and any rights plan adopted by our Board without prior shareholder approval will automatically terminate one year after adoption of the plan unless the plan is approved by shareholders prior to such termination. U.S. investors may have difficulty enforcing judgments against the Company, its directors and its officers. There is doubt as to whether Bermuda courts would enforce certain civil liabilities under U.S. securities laws in original actions or in judgments of U.S. courts based upon these civil liability provisions. We have been advised by our Bermuda counsel that there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in Bermuda against the Company or its directors and officers depends on whether the U.S. court that entered the judgment is recognized by a Bermuda court as having jurisdiction over the Company or its directors and officers, as determined by reference to Bermuda conflict of law rules. A judgment debt from a U.S. court that is final and for a sum certain based on U.S. federal securities laws will not be enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law. In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. We have been advised that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, will not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, may not be available under Bermuda law or enforceable in a Bermuda court, as they may be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against the Company or its directors and officers for alleged violations of U.S. federal securities laws because these do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on the Company or its directors and officers if the facts alleged in a federal securities law complaint or the fact of breaching or possibly breaching federal securities law constitute or give rise to a cause of action under Bermuda law (for example, a claim against directors for breach of fiduciary duty for failing to act in the best interests of the company because they have caused or allowed the company to breach U.S. federal securities law). 45 Our Bye-laws generally restrict the Company’s shareholders from bringing legal action against its officers and directors. Our Bye-laws contain customary provisions for the indemnification and protection of directors and officers, including a general waiver by the Company’s shareholders for any claim or right of action a shareholder might have (whether individually or by or in the right of the Company) against any director or officer of the Company on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of such director’s or officer’s duties with or for the Company or any subsidiary of the Company; provided that such waiver will not extend to any matter in respect of any fraud or dishonesty which may attach to such director or officer nor shall such waiver extend to any claims of violations of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which waiver would be prohibited by Sections 14 of the Securities Act and 29(a) of the Exchange Act. Consequently, this waiver limits the right of the Company’s shareholders to assert claims against the Company’s officers and directors unless the act or failure to act involves fraud or dishonesty or involves claims of violations of the Securities Act or the Exchange Act. Our Bye-laws provide that the Supreme Court of Bermuda will have exclusive jurisdiction in the event of any dispute that arises concerning the Bermuda Companies Act or out of or in connection with our Bye-laws. Our Bye-laws provide that in the event that any dispute arises concerning the Bermuda Companies Act or out of or in connection with our Bye-laws, including any question regarding the existence and scope of any bye-law and/or whether there has been any breach of the Bermuda Companies Act or our Bye-laws by an officer or director of the Company (whether or not such a claim is brought in the name of a shareholder or in the name of the Company), any such dispute shall be subject to the exclusive jurisdiction of the Supreme Court of Bermuda. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder believes is favorable for disputes with us or our directors and officers, which may discourage lawsuits against us and our directors and officers.