Item 5. Other Information

Executive Officer Trading Arrangements

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (a “Rule 10b5-1 trading arrangement”) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K), except as follows:

Robert P. Mauch, our President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement on November 15, 2024, pursuant to which he may sell up to 34,783 shares of the Company's common stock, including shares to be received upon the exercise of vested stock options, prior to the earlier to occur of August 29, 2025 or completion of all sales under the plan.

Steven H. Collis, our Executive Chairman of the Board, adopted a Rule 10b5-1 trading arrangement on November 25, 2024, pursuant to which he may sell up to 196,099 shares of the Company's common stock, including shares to be received upon the exercise of vested stock options, prior to the earlier to occur of December 1, 2025 or completion of all sales under the plan.

Elizabeth S. Campbell, our Executive Vice President and Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement on December 19, 2024, pursuant to which she may sell up to 6,013 shares of the Company's common stock, prior to the earlier to occur of December 15, 2025 or completion of all sales under the plan.

Each of the above Rule 10b5-1 trading arrangements only permits transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1(c) of the Exchange Act. The number of shares subject to the arrangements includes shares that may be withheld by the Company to satisfy income tax withholding and remittance obligations in connection with the net settlement of equity awards.

Money Market Facility Amendment

The information set forth below is included for the purpose of providing disclosure under "Item 1.01 - Entry into a Material Definitive Agreement" and "Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant" of Form 8-K.

On February 3, 2025, the Company entered into Amendment No. 1 to the Uncommitted Money Market Line Credit Agreement to amend the Uncommitted Money Market Line Credit Agreement, dated as of June 10, 2022, between the Company and Société Générale, acting through its New York Branch, as the lender, pursuant to which the Company may request short-term unsecured revolving credit loans in a principal amount not to exceed $750 million until June 30, 2025, after which date the facility limit will revert to $100 million (as amended, the “Money Market Facility”).

Borrowings under the Money Market Facility may be used for general corporate purposes. The Company has the right to prepay borrowings under the Money Market Facility at any time without premium or penalty. The Money Market Facility contains certain representations, warranties, covenants and events of default.

Société Générale and its affiliates have various relationships with the Company and have in the past provided, and may in the future provide, banking and other financial services to the Company and its affiliates for which they have received and may continue to receive fees and commissions. In particular, SG Americas Securities, LLC, an affiliate of Société Générale, has served as a joint book-running manager and co-manager in connection with past senior note offerings by the Company, and such affiliates may serve similar roles in future securities offerings by the Company.

The foregoing description of the Money Market Facility is qualified in its entirety by reference to the Uncommitted Money Market Line Credit Agreement and Amendment No. 1 thereto, which are filed hereto as Exhibits 10.5 and 10.6 and incorporated herein by reference.