A Dark Vector Cognition product

Item 5. Other Information

3K characters. Original on sec.gov · Markdown

Item 5. Other Information

Executive Officer Trading Arrangements

During the three months ended June 30, 2025, 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 May 23, 2025, pursuant to which he may sell up to 30,577 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 February 27, 2026 or completion of all sales under the plan.

Uncommitted BNPP Credit Facility

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 July 31, 2025, the Company entered into an Uncommitted Facility Letter and Supplement of Additional Terms, between the Company and BNP Paribas, pursuant to which the Company may request short term unsecured credit loans in a principal amount not to exceed $500 million (the “Uncommitted BNPP Credit Facility”).

Borrowings under the Uncommitted BNPP Credit Facility may be used for working capital or other general corporate purposes. The Company has the right to prepay borrowings under the Uncommitted BNPP Credit Facility at any time without

premium or penalty. The Uncommitted BNPP Credit Facility contains certain representations, warranties, covenants and events of default.

BNP Paribas 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, BNP Paribas has served as an underwriter and syndication agent and BNP Paribas Securities Corp., an affiliate of BNP Paribas, served as a joint lead arranger and joint bookrunner in connection with past senior note offerings by the Company and may serve similar roles in future securities offerings by the Company. Additionally, BNP Paribas Securities Corp. serves as a joint lead arranger and joint bookrunner and BNP Paribas serves as a syndication agent under our Term Loan Facility dated as of November 26, 2024, as amended by Amendment No. 1 to the Term Credit Agreement, dated June 4, 2025. BNP Paribas Securities Corp. also serves as a syndication agent under our Amended and Restated Credit Agreement dated as of June 4, 2025.

The foregoing description of the Uncommitted BNPP Credit Facility is qualified in its entirety by reference to the Uncommitted Facility Letter and Supplement of Additional Terms, which is filed hereto as Exhibit 10.5 and incorporated herein by reference.

Previous: Item 1A. Risk Factors · Next: Item 6. Exhibits