filings.toolsItem 9B. Other Information
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Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
The following table describes, for the quarter ended November 2, 2024, each trading arrangement for the sale or purchase of our securities adopted, terminated or for which the amount, pricing or timing provisions were modified by our directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement | Nature of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Securities to be Purchased or Sold | ||||||||||||
| Dino DiPerna (Senior Vice President, Global Research & Development) | Adoption (September 11, 2024) | Rule 10b5-1 trading arrangement | Sales | Until October 31, 2025, or such earlier date upon which all transactions are completed or expire without execution | (1) | ||||||||||||
| Brodie Gage (Senior Vice President, Global Products & Supply Chain) | Adoption (September 6, 2024) | Rule 10b5-1 trading arrangement | Sales | Until November 28, 2025, or such earlier date upon which all transactions are completed or expire without execution | Up to 3,961 shares of common stock | ||||||||||||
| Sheela Kosaraju (Senior Vice President and General Counsel, and acting Chief People Officer) | Adoption (October 14, 2024) | Rule 10b5-1 trading arrangement | Sales | Until January 9, 2026, or such earlier date upon which all transactions are completed or expire without execution | (2) | ||||||||||||
| Jason Phipps (Senior Vice President, Global Customer Engagement) | Adoption (October 9, 2024) | Rule 10b5-1 trading arrangement | Sales | Until October 9, 2026, or such earlier date upon which all transactions are completed or expire without execution | (3) | ||||||||||||
| Gary B. Smith (President and Chief Executive Officer) | Adoption (September 11, 2024) | Rule 10b5-1 trading arrangement | Sales | Until December 22, 2025, or such earlier date upon which all transactions are completed or expire without execution | Up to 170,000 shares of common stock |
(1) The aggregate number of shares of common stock to be sold pursuant to Mr. DiPerna’s arrangement is up to (i) 1,788 shares of common stock, plus (ii) 25% of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of 17,207 restricted stock units on September 20, 2024, December 20, 2024, March 20, 2025, June 20, 2025, and September 20, 2025, plus (iii) 25% of the net after-tax shares of common stock to be received as a result of the vesting of up to 2,615 performance stock units on December 20, 2024. The actual number of net after-tax shares to be received will vary based on the market price of our common stock at the time of settlement.
(2) The aggregate number of shares of common stock to be sold pursuant to Ms. Kosaraju’s arrangement is up to 100% of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of 16,923 restricted stock units on December 20, 2024, March 20, 2025, June 20, 2025, September 20, 2025, and December 20, 2025. The actual number of net after-tax shares to be received will vary based on the market price of our common stock at the time of settlement.
(3) The aggregate number of shares of common stock to be sold pursuant to Mr. Phipps’s arrangement is up to (i) 14,381 shares of common stock, plus (ii) 100% of the net after-tax shares of common stock to be received as a result of the vesting of an aggregate of 28,736 restricted stock units on December 20, 2024, March 20, 2025, June 20, 2025, September 20, 2025, December 20, 2025, March 20, 2026, June 20, 2026, and September 20, 2026. The actual number of net after-tax shares to be received will vary based on the market price of our common stock at the time of settlement.
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