A Dark Vector Cognition product

Item 5. OTHER INFORMATION

3K characters. Original on sec.gov · Markdown

Item 5. OTHER INFORMATION

Trading Arrangements

During the three months ended September 30, 2024, the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted written plans intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) for the sale of the Company’s securities as set forth in the table below.

NamePositionAdoption DateTotal Shares of Class A Common Stock to be SoldExpiration Date
Adam BlitzerChief Operating OfficerAugust 14, 2024Up to 197,976 (1)(2)December 31, 2025
Amit AgarwalPresidentAugust 16, 2024698,058August 16, 2025
Olivier PomelChief Executive OfficerSeptember 13, 20241,983,606(3)December 19, 2025
(1)The actual number of shares that will be sold under the Rule 10b5-1 trading plan will be reduced by the number of shares sold pursuant to the Company’s election under its equity incentive plans to require the satisfaction of tax withholding obligations realized upon the vesting of RSUs and PSUs to be funded by a sell-to-cover transaction. The number of Company shares to be sold to satisfy the Company’s tax withholding obligation is not known at this time as it is dependent on future events, including the future trading price of the Company’s shares.
(2)Includes up to 45,938 shares subject to PSUs previously awarded to Mr Blitzer that may vest and be released upon the satisfaction of the applicable performance conditions (the “Blitzer PSUs”). The actual number of Blitzer PSUs that will vest is not yet determinable.
(3)Approximately 774,000 shares will be sold in sell-to-cover transactions intended to satisfy tax withholding obligations and exercise costs realized upon the exercise of stock options.

Previous: Item 1A. RISK FACTORS · Next: Item 6. EXHIBITS