Item 9B. Other Information
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Item 9B. Other Information
Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and 13(r) of the Exchange Act
As previously reported in the Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024, the following activities are disclosed as required by Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended. The Company has determined that a limited number of bookings were made through Agoda at accommodations in Iran that were ultimately owned or controlled by the Government of Iran and covered by the travel exemption in applicable U.S. sanctions regulations, as well as one booking at a property that may be owned by a party blocked pursuant to Executive Order No. 13224, for which the travel exemption is not available (the Company has notified, and intends to cooperate with, relevant authorities regarding this booking). The bookings resulted in gross revenues of approximately $1,000 and no net profit. Agoda does not intend to continue these activities or transactions.
Rule 10b5-1 Trading Plans
On December 9, 2024, Glenn D. Fogel, Director, Chief Executive Officer, and President, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell a designated percentage of the net number of the shares resulting from the vesting of his Performance Share Units and Restricted Stock Units. The trading plan will be effective on May 15, 2025 and end on April 15, 2026.
On November 26, 2024, Peter J. Millones, Executive Vice President and General Counsel, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 6,502 shares of the Company's common stock with sales starting on May 26, 2026 and ending on May 31, 2027.
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