| WA | Dialysis Clinic, Inc. ("DCI"), a Tennessee nonprofit 501(c)(3) corporation, will become the sole voting member of Puget Sound Kidney Centers ("PSKC"), a Washington nonprofit 501(c)(3) corporation, through an amendment to PSKC's Articles of Incorporation to be effective January 1, 2027. Both organizations will remain nonprofit corporations following the transaction; no conversion, asset sale, or contracting affiliation is involved. PSKC will remain a Washington-based nonprofit corporation, will retain the PSKC name, and will continue serving patients in the Puget Sound area under DCI's sole membership. PSKC has served Washington's kidney-care community since 1981, when Dr. Christian Schmitt founded PSKC's first clinic in Everett. PSKC today serves more than 900 Washington patients through eleven ESRD facilities across Skagit, Snohomish, Pierce, Kitsap, Jefferson, and Island Counties, together with home-dialysis and in-hospital dialysis services administered from those facilities. PSKC's stated mission is "to enhance the quality of life of those with kidney disease through outstanding dialysis care, education and community support." DCI is the only national, independent nonprofit dialysis provider in the United States. Founded in 1971 by Dr. Keith Johnson, DCI has intentionally remained a nonprofit organization throughout its 55-year history, earmarking excess revenues for kidney-disease research, education, and patient care. DCI now serves approximately 13,000 patients at roughly 240 locations across 30 states and the U.S. Virgin Islands. DCI's stated mission is that "the care of the patient is our reason for existence." The purpose of this transaction is to ensure that a strong nonprofit provider of kidney-care services remains available to Washington patients in the Puget Sound area, backed by the resources and clinical infrastructure of the only national independent nonprofit dialysis provider. DCI and PSKC are aligned in mission, vision, and values, and both organizations have committed to preserving PSKC's nonprofit status, name, and community focus following the transaction. | Parties cell |