DPC Holdings PLC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Private Placements Certain of our existing shareholders, including certain of our directors, severally and not jointly, purchased in a private placement concurrently with our IPO (the “Concurrent Private Placement”) approximately $69 million of ordinary shares. after underwriting discounts, at a price per share equal to our IPO price per share. Such existing shareholders received 2,083,593 of our ordinary shares in the Concurrent Private Placement. The sale of such shares was not registered under the Securities Act of 1933, as amended, or the Securities Act. The ordinary shares purchased in the Concurrent Private Placement are restricted securities and subject to the lock-up agreement each such shareholder signed with the underwriters. Additionally, Qatar Investment Authority, or QIA, purchased ordinary shares from us in a private placement (the “QIA Private Placement”) approximately $72 million, after underwriting discounts. QIA received 2,272,727 of our ordinary shares in the QIA Private Placement. While the ordinary shares purchased by QIA in the QIA Private Placement are restricted securities under the Securities Act, and cannot be resold publicly without registration with the SEC or qualifying for an exemption from registration requirements, QIA has not entered into any lock-up agreements with the underwriters in this offering. Certain of the underwriters served as placement agents for the QIA Private Placement and received a placement agent fee equal to a percentage of the total purchase price of the private placement shares equal to approximately $3 million. We relied on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D for both Private Placements, based on the following facts: the Private Placements did not involve any general solicitation or general advertising, were conducted with a limited number of sophisticated institutional investors, and each investor either had, or was introduced through placement agents that had, a substantive pre-existing relationship that was independent of the IPO marketing process; written offering materials provided in connection with the Private Placements were separate from and not used as part of the registration statement or other IPO marketing materials; and we had a reasonable belief that each investor in the Private Placements was an accredited investor. In addition, under Rule 152(a), we determined that the concurrent Private Placements and the registered IPO should not be integrated because the IPO complied with the registration requirements of the Securities Act and the Private Placements satisfied the conditions for the Section 4(a)(2) and Rule 506(b) exemptions, including the requirements in Rule 152(a)(1)(i) and (ii). 38 Table of Contents Use of Proceeds from Initial Public Offering On June 24, 2026, our registration statement on Form S-1 (File No. 333-296215) filed with the SEC relating to our IPO was declared effective by the SEC. Also on June 24, 2026, our registration statement on Form S-1MEF (File No. 333-297014) filed with the SEC relating to our IPO became effective automatically upon filing. We refer to these registration statements as the “IPO Registration Statements.” Pursuant to the IPO Registration Statements, we registered an aggregate of 32,037,372 ordinary shares at a price to the public of $33.00 per ordinary share (for an aggregate offering price of approximately $1.1 billion). We received net proceeds of approximately $850 million, net of approximately $55.2 million of underwriting discounts and commissions and approximately $14 million of offering costs. Jefferies LLC and Morgan Stanley & Co., LLC acted as joint lead book-running managers and representatives of the underwriters. There has been no material change in the planned use of proceeds from that described in the Prospectus. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Mine Safety Disclosures. Not applicable.