A Dark Vector Cognition product

Item 5. Other Information

2K characters. Original on sec.gov ·

Item 5. Other Information

Rule 10b5-1 Trading Plans

The Company’s directors and Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended June 30, 2023, one of the Company’s directors and one of the Company’s Section 16 officers adopted new Rule 10b5-1 Plans. The Plans (as defined below) were entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy.

On June 3, 2023, Kathryn Haun, a member of the Company’s board of directors, and Lawrence Brock, the Company’s Chief People Officer, each entered into a Rule 10b5-1 Plan for the sale of shares of the Company’s Class A common stock owned by Ms. Haun and Gherardesca LLC, of which Ms. Haun is an investment manager (the “Haun Plan”), and by Mr. Brock (the “Brock Plan” and together, the “Plans”).

The Brock Plan provides for the potential sale of up to 546,189 shares of the Class A common stock, including upon the vesting and settlement of restricted stock units for shares of the Class A common stock, at the market price of the Class A common stock, and the exercise of vested stock options for shares of the Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Brock Plan, between an estimated start date of September 1, 2023 and November 29, 2024.

The Haun Plan provides for the potential sale of up to 51,005 shares of the Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Haun Plan, between an estimated start date of September 1, 2023 and August 28, 2024.

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