On January 29, 2024, the Company issued $200.0 million aggregate principal amount of 3.00% senior convertible unsecured notes (the “Notes”) in an offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended.

The Notes are due on February 15, 2029 unless earlier converted, redeemed, or repurchased. Each $1,000 principal amount of the Notes is convertible into 257.5826 common shares of the Company based on the initial conversion rate, for a total of 52 million common shares at a price of $3.88 per share, subject to adjustments. Covenants associated with the Notes include general corporate maintenance, existence and reporting requirements. The Notes bear interest at a rate of 3.00% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2024.

Prior to the close of business on the business day immediately preceding November 15, 2028, the Notes will be convertible only upon satisfaction of specified conditions, including the trading price of the Company’s common shares. The trading price condition is met during any calendar quarter commencing after March 31, 2024, if for at least 20 trading days (whether or not consecutive) within the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common shares was greater than or equal to 130% of the applicable conversion price on each such trading day. Satisfaction of the condition, allows the holders to convert their Notes in the subsequent calendar quarter. On and after November 15, 2028, the Notes may be converted at any time until the close of business on the second scheduled trading day immediately preceding February 15, 2029, regardless of the foregoing conditions. The Company may satisfy any conversions of the Notes by paying or delivering, as the case may be, cash, its common shares or a combination of cash and its common shares, at the Company’s election (or, in the case of any Notes called for redemption that are converted during the related redemption period, solely its common shares).

Subsequent to the three months ended May 31, 2026, the closing price of the Company’s common shares exceeded 130% of the conversion price for at least 20 trading days within a period of 30 consecutive trading days ending on June 30, 2026. The contingent condition permitting holders of Notes to convert their Notes was satisfied on June 15, 2026. Accordingly, the Notes are eligible for conversion, at the option of the holders, from July 1, 2026 through September 30, 2026.

The Company recorded the Notes, including the debt itself and all embedded derivatives, at cost less debt issuance costs of $6.0 million and presents the Notes as a single hybrid financial instrument. Debt issuance costs related to the Notes have been recorded as a direct deduction from the face amount of the Notes and are amortized using the effective interest method. No portion of the embedded derivatives required bifurcation from the host debt contract.

For the three months ended May 31, 2026, the Company recorded interest expense related to the Notes of $1.5 million, which has been included in investment income, net on the Company’s consolidated statements of operations (three months ended May 31, 2025 - $1.5 million).