Item 9B. Other Information
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Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
The following table describes, for the fourth quarter of fiscal 2025, 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 | ||||||||||||
| Joseph Cumello (Senior Vice President and General Manager of Blue Planet) | Modification (October 13, 2025) (1) | Rule 10b5-1 trading arrangement | Sales | Until December 31, 2026, or such earlier date upon which all transactions are completed or expire without execution (2) | (3) | ||||||||||||
| Patrick T. Gallagher (Director) | Adoption (October 13, 2025) | Rule 10b5-1 trading arrangement | Sales | Until October 13, 2026, or such earlier date upon which all transactions are completed or expire without execution | Up to 11,618 shares of common stock | ||||||||||||
| Sheela Kosaraju (Senior Vice President and General Counsel, and acting Chief People Officer) | Adoption (October 14, 2025) | Rule 10b5-1 trading arrangement | Sales | Until January 8, 2027, or such earlier date upon which all transactions are completed or expire without execution (4) | (5) | ||||||||||||
| Jason Phipps (Senior Vice President, Global Customer Engagement) | Modification (October 6, 2025) (6) | Rule 10b5-1 trading arrangement | Sales | Until October 9, 2026, or such earlier date upon which all transactions are completed or expire without execution (7) | (8) | ||||||||||||
| David M. Rothenstein (Senior Vice President, Chief Strategy Officer and Secretary) | Adoption (October 10, 2025) | Rule 10b5-1 trading arrangement | Sales | Until December 23, 2026, or such earlier date upon which all transactions are completed or expire without execution (9) | Up to 30,000 shares of common stock | ||||||||||||
| Gary B Smith (President and Chief Executive Officer) | Adoption (October 4, 2025) | Rule 10b5-1 trading arrangement | Sales | Until December 15, 2026, or such earlier date upon which all transactions are completed or expire without execution (10) | (11) |
(1) On October 13, 2025, Mr. Cumello modified the Rule 10b5-1 trading arrangement (as modified, the “Cumello Modified Arrangement”) that he adopted on January 14, 2025 (the “Cumello Original Arrangement”).
(2) The Cumello Modified Arrangement changed the trading schedule and awards sold but not the duration of the arrangement. Sales under the Cumello Modified Arrangement will not begin until January 12, 2026.
(3) The aggregate number of shares of common stock to be sold pursuant to the Cumello Original Arrangement was 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 23,496 restricted stock units on June 20, 2025, September 20, 2025, December 20, 2025, March 20, 2026, June 20, 2026, September 20, 2026, and December 20, 2026. The aggregate number of shares of common stock to be sold pursuant to the Cumello Modified Arrangement is up to 100% of the net after-tax shares of common stock to be received as a result of the vesting of (i) an aggregate of 16,160 restricted stock units on December 20, 2025, March 20, 2026, June 20, 2026, September 20, 2026, and December 20, 2026, plus (ii) an aggregate of 2,272 performance stock units on December 20, 2025, plus (iii) performance stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 6,467 shares subject to the award at the target level of performance, which will vest on December 20, 2025 and December 20, 2026, plus (iv) market stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 13,313 shares subject to the award at the target level of performance, which will vest on December 20, 2025 and December 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.
(4) Sales under this arrangement will not begin until January 15, 2026, following expiration of Ms. Kosaraju’s existing Rule 10b5-1 trading arrangement.
(5) 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 19,137 restricted stock units on December 20, 2025, March 20, 2026, June 20, 2026, September 20, 2026, and December 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.
(6) On October 6, 2025, Mr. Phipps modified the Rule 10b5-1 trading arrangement (as modified, the “Phipps Modified Arrangement”) that he adopted on October 9, 2024 (the “Phipps Original Arrangement”).
(7) The Phipps Modified Arrangement changed the trading schedule and awards sold but not the duration of the arrangement. Sales under the Phipps Modified Arrangement will not begin until January 15, 2026.
(8) The aggregate number of shares of common stock to be sold pursuant to the Phipps Original Arrangement was 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 aggregate number of shares of common stock to be sold pursuant to the Phipps Modified Arrangement is up to (i) 18,170 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 (a) an aggregate of 24,725 restricted stock units on December 20, 2025, March 20, 2026, June 20, 2026, and September 20, 2026, (b) an aggregate of 3,718 performance stock units on December 20, 2025, (c) performance stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 10,892 shares subject to the award at the target level of performance, half of which will vest on December 20, 2025, and (d) market stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 10,598 shares subject to the award at the target level of performance, which will vest on 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.
(9) Sales under this arrangement will not begin until January 9, 2026, following expiration of Mr. Rothenstein’s existing Rule 10b5-1 trading arrangement.
(10) Sales under this arrangement will not begin until January 5, 2026, following expiration of Mr. Smith’s existing Rule 10b5-1 trading arrangement.
(11) The aggregate number of shares of common stock to be sold pursuant to Mr. Smith’s arrangement is up to (i) 67,937 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 (a) performance stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 51,055 shares subject to the award at the target level of performance, half of which will vest on December 20, 2025, and (b) market stock units that have not yet been earned, the actual number of which depends on performance and ranges from 0% to 200% of the 58,291 shares subject to the award at the target level of performance, which will vest on December 20, 2025.
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