Item 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended April 30, 2025, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulations S-K Item 408, expect as provided below.
On April 15, 2025, Jeff Liaw, the Company’s Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-10 (c) with respect to options which will be expiring within the next two years. Mr. Liaw’s Rule 10b5-1 trading arrangement provides for (i) 22,616 shares to be acquired by option exercise and the associated sale of shares to cover options exercise costs and tax obligations and (ii) 388,500 shares to be acquired by option exercise and the associated sale of shares to cover the option exercise costs and tax obligations, each in accordance with the terms specified in the trading arrangement. The exact number of shares that will be sold under this Rule 10b5-1 trading arrangement is not yet determinable because for each option award that is covered by the terms of the Rule 10b5-1 trading arrangement, an unknown number of shares will be sold to satisfy tax obligations. The term of Mr. Liaw’s Rule 105b-1 trading arrangement expires on September 30, 2027, subject to the earlier termination as provided in the plan. The first date that any transaction under Mr. Liaw’s Rule 105b-1 trading arrangement can occur is July 15, 2025.
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