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Item 5. Other Information

3K characters. Original on sec.gov ·

Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2023, each of the following directors and/or officers adopted or terminated a “Rule 10b5-1 trading arrangement”, as such term is defined in Item 408(a) of Regulation S-K. All trading plans that were adopted during the period were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and our policies regarding transactions in our securities. No director or officer adopted or terminated a "non-Rule 10b5-1 trading arrangement," as such term is defined in Item 408(a) of Regulation S-K.

Name and TitleDateActionExpiration DateTotal Shares to be Sold
Scott Crenshaw, Executive Vice President and General Manager, Digital ServicesAugust 31, 2023AdoptionSeptember 5, 2024See footnote (1)
Jonathan Lin, Executive Vice President and General Manager, Data Center ServicesAugust 25, 2023AdoptionApril 30, 2024See footnote (2)
Simon Miller, Chief Accounting OfficerSeptember 6, 2023AdoptionApril 30, 2024See footnote (3)
Christopher Paisley, DirectorAugust 18, 2023AdoptionAugust 18, 2024600

(1)Mr. Crenshaw’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding and/or diversification purposes relating to awards totaling up to 7,299 shares on a grant-by-grant basis. The plan also includes any shares to be granted under the 2023 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.

(2)Mr. Lin’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding and/or diversification purposes relating to awards totaling up to 4,450 shares on a grant-by-grant basis. The plan also includes any shares to be granted under the 2023 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.

(3)Mr. Miller’s plan includes any shares to be granted under the 2023 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.

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