Item 5. Other Information
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements
The following table describes, for the third 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 | ||||||||||||
| Dino DiPerna (Senior Vice President, Global Research & Development) | Adoption (July 11, 2025) | Rule 10b5-1 trading arrangement | Sales | Until July 24, 2026, or such earlier date upon which all transactions are completed or expire without execution (1) | (2) | ||||||||||||
| Brodie Gage (Senior Vice President, Global Products & Supply Chain) | Adoption (July 1, 2025) | Rule 10b5-1 trading arrangement | Sales | Until December 31, 2026, or such earlier date upon which all transactions are completed or expire without execution (3) | Up to 7,150 shares of common stock |
(1) Sales under this arrangement will not begin until November 17, 2025, following expiration of Mr. DiPerna’s existing Rule 10b5-1 trading arrangement.
(2) The aggregate number of shares of common stock to be sold pursuant to Mr. DiPerna’s arrangement is up to (i) 6,391 shares of common stock, plus (ii) up to 50% of the net after-tax shares of common stock to be received as a result of the vesting on December 20, 2025 of an aggregate of (a) 2,616 earned performance stock units, (b) 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 3,829 shares subject to the award at the target level of performance, and (c) 3,965 restricted stock units, plus (iii) up to 50% of the net after-tax shares of common stock to be received as a result of the vesting on March 20, 2026 of an aggregate of up to 3,368 restricted stock units, plus (iv) up to 50% of the net after-tax shares of common stock to be received as a result of the vesting on June 20, 2026 of an aggregate of 3,370 restricted stock units. 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) Sales under this arrangement will not begin until December 15, 2025, following expiration of Mr. Gage’s existing Rule 10b5-1 trading arrangement.
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