Item 5. Other Items

Rule 10b5-1 Trading Arrangements

On December 11, 2025, Horacio E. Gutierrez, the Company’s Chief Legal and Public Affairs Officer adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Mr. Gutierrez’s trading plan provides for the sale of up to 200,147 gross shares of the Company’s common stock (which includes the potential exercise of vested stock options granted to Mr. Gutierrez and the associated sale of shares of the Company’s common stock, excluding any shares used to effect a cashless exercise or withheld to satisfy tax withholding obligations in connection with the exercise or net settlement of the option awards). Mr. Gutierrez’s trading plan is scheduled to terminate on December 15, 2026.