Filing Details
- Accession Number:
- 0001193125-22-255566
- Form Type:
- 13G Filing
- Publication Date:
- 2022-09-29 20:00:00
- Filed By:
- Warburg Pincus & Co.
- Company:
- Samsara Inc.
- Filing Date:
- 2022-09-30
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Warburg Pincus Co | 0 | 7,080,641 | 0 | 7,080,641 | 7,080,641 | 6.03% |
| Warburg Pincus Partners GP | 0 | 7,080,641 | 0 | 7,080,641 | 7,080,641 | 6.03% |
| Warburg Pincus Partners II | 0 | 7,080,641 | 0 | 7,080,641 | 7,080,641 | 6.03% |
| WP Global | 0 | 7,080,641 | 0 | 7,080,641 | 7,080,641 | 6.03% |
| Warburg Pincus Global Growth GP | 0 | 7,080,641 | 0 | 7,080,641 | 7,080,641 | 6.03% |
| Warburg Pincus Global Growth | 0 | 3,877,784 | 0 | 3,877,784 | 3,877,784 | 3.30% |
| Warburg Pincus Global Growth-B | 0 | 1,382,353 | 0 | 1,382,353 | 1,382,353 | 1.18% |
| Warburg Pincus Global Growth-E | 0 | 1,180,130 | 0 | 1,180,130 | 1,180,130 | 1.00% |
| WP Global Growth Partners | 0 | 168,944 | 0 | 168,944 | 168,944 | 0.14% |
| Warburg Pincus Global Growth Partners | 0 | 471,430 | 0 | 471,430 | 471,430 | 0.40% |
| WP Scarlett Holdco | 0 | 7,080,641 | 0 | 7,080,641 | 7,080,641 | 6.03% |
| WP Scarlett Holdco GP | 0 | 7,080,641 | 0 | 7,080,641 | 7,080,641 | 6.03% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Samsara Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
79589L106
(CUSIP Number)
September 27, 2022
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Warburg Pincus & Co. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,080,641 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,080,641 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,080,641 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.03%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 shares of Class A common stock (Class A Shares) outstanding as of August 30, 2022 as reported on the Issuers Quarterly Report on Form 10-Q, filed on September 6, 2022 (the 10-Q), and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 shares of Class B common stock (Class B Shares). |
| 1. | Names of Reporting Persons
Warburg Pincus Partners GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,080,641 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,080,641 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,080,641 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.03%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
Warburg Pincus Partners II, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,080,641 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,080,641 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,080,641 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.03%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
WP Global LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,080,641 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,080,641 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,080,641 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.03%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
Warburg Pincus Global Growth GP, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,080,641 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,080,641 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,080,641 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.03%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
Warburg Pincus Global Growth, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,877,784 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,877,784 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,877,784 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
3.30%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
Warburg Pincus Global Growth-B, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,382,353 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,382,353 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,353 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.18%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
Warburg Pincus Global Growth-E, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,180,130 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,180,130 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,180,130 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.00%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
WP Global Growth Partners, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
168,944 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
168,944 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
168,944 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.14%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
Warburg Pincus Global Growth Partners, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
471,430 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
471,430 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
471,430 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.40%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
WP Scarlett Holdco, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,080,641 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,080,641 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,080,641 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.03%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| 1. | Names of Reporting Persons
WP Scarlett Holdco GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,080,641 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,080,641 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,080,641 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
6.03%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on (i) 110,731,695 Class A Shares outstanding as of August 30, 2022 as reported on the Issuers 10-Q, and (ii) 6,780,641 Class A Shares that were issued upon conversion of 6,780,641 Class B Shares. |
| Item 1(a). | Name of Issuer |
Samsara, Inc. (the Issuer)
| Item 1(b). | Address of the Issuers Principal Executive Offices |
350 Rhode Island Street, 4th Floor, South Building
San Francisco, California 94103
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons:
(i) Warburg Pincus & Co.
(ii) Warburg Pincus Partners GP LLC
(iii) Warburg Pincus Partners II, L.P.
(iv) WP Global LLC
(v) Warburg Pincus Global Growth GP, L.P.
(vi) Warburg Pincus Global Growth, L.P.
(vii) Warburg Pincus Global Growth-B, L.P.
(viii) Warburg Pincus Global Growth-E, L.P.
(ix) WP Global Growth Partners, L.P.
(x) Warburg Pincus Global Growth Partners, L.P.
(xi) WP Scarlett Holdco, L.P.
(xii) WP Scarlett Holdco GP LLC
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
450 Lexington Avenue
New York, NY 10017
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share (the Class A Common Stock)
| Item 2(e). | CUSIP Number |
79589L106
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See response to Item 9 on each cover page.
| (b) | Percent of Class: |
See response to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
The reported securities include an aggregate of 7,080,641 Class A Shares directly held by WP Scarlett Holdco, L.P. WP Scarlett Holdco GP LLC is the general partner of WP Scarlett Holdco, L.P. Warburg Pincus Global Growth Partners, L.P., WP Global Growth Partners, L.P., Warburg Pincus Global Growth-E, L.P., Warburg Pincus Global Growth-B, L.P., and Warburg Pincus Global Growth, L.P. (together, the Warburg Holding Entities) each hold interests in WP Scarlett Holdco, L.P., and Warburg Pincus Global Growth, L.P. controls WP Scarlett Holdco GP LLC. Warburg Pincus & Co. is the managing member of Warburg Pincus Partners GP LLC, which is the general partner of Warburg Pincus Partners II, L.P. Warburg Pincus Partners II, L.P. is the managing member of WP Global LLC, which is the general partner of Warburg Pincus Global Growth GP, L.P. Warburg Pincus Global Growth GP, L.P. is the general partner of each of the Warburg Holding Entities. This Statement shall not be construed as an admission that any of the foregoing or any of their respective members are, for purposes of Section 13(d) or 13(g), beneficial owners of the reported securities.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 30, 2022
| WARBURG PINCUS GLOBAL GROWTH, L.P. |
| By: Warburg Pincus Global Growth GP, L.P., its general partner |
| By: WP Global LLC, its general partner |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WARBURG PINCUS GLOBAL GROWTH-B, L.P. |
| By: Warburg Pincus Global Growth GP, L.P., its general partner |
| By: WP Global LLC, its general partner |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WARBURG PINCUS GLOBAL GROWTH-E, L.P. |
| By: Warburg Pincus Global Growth GP, L.P., its general partner |
| By: WP Global LLC, its general partner |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WARBURG PINCUS GLOBAL GROWTH PARTNERS, L.P. |
| By: Warburg Pincus Global Growth GP, L.P., its general partner |
| By: WP Global LLC, its general partner |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WP GLOBAL GROWTH PARTNERS, L.P. |
| By: Warburg Pincus Global Growth GP, L.P., its general partner |
| By: WP Global LLC, its general partner |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WARBURG PINCUS GLOBAL GROWTH GP, L.P. |
| By: WP Global LLC, its general partner |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WP GLOBAL LLC |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WARBURG PINCUS PARTNERS II, L.P. |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WARBURG PINCUS PARTNERS GP LLC |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WARBURG PINCUS & CO. |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WP SCARLETT HOLDCO, L.P. |
| By: WP Scarlett Holdco GP LLC, its general partner |
| By: Warburg Pincus Global Growth, L.P. |
| By: Warburg Pincus Global Growth GP, L.P., its general partner |
| By: WP Global LLC, its general partner |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
| WP SCARLETT HOLDCO GP LLC |
| By: Warburg Pincus Global Growth, L.P. |
| By: Warburg Pincus Global Growth GP, L.P., its general partner |
| By: WP Global LLC, its general partner |
| By: Warburg Pincus Partners II, L.P., its managing member |
| By: Warburg Pincus Partners GP LLC, its general partner |
| By: Warburg Pincus & Co., its managing member |
| /s/ David Sreter |
| Name: David Sreter |
| Title: Partner |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, amended as of September 30, 2022 |