Item 5. Other Information
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2025, each of the following directors and/or officers adopted a “Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K. All trading plans were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5- (c) under the Securities Exchange Act of 1934, as amended, and our policies regarding transactions in our securities.
| Name and Title | Date | Action | Start Date | End Date | Total Shares to be Sold | |||||||||||||||||||||||||||
| Raouf Abdel, EVP, Global Operations | 5/7/2025 | Adoption | 12/2/2025 | 6/30/2026 | See footnote (1) | |||||||||||||||||||||||||||
| Adaire Fox-Martin, CEO & President | 5/15/2025 | Adoption | 12/2/2025 | 6/30/2026 | See footnote (2) | |||||||||||||||||||||||||||
| Jonathan Lin, Chief Business Officer | 5/15/2025 | Adoption | 12/2/2025 | 6/30/2026 | See footnote (3) | |||||||||||||||||||||||||||
| Brandi Galvin Morandi, Chief People Officer | 5/21/2025 | Adoption | 8/21/2025 | 4/30/2026 | See footnote (4) | |||||||||||||||||||||||||||
| Kurt Pletcher, Chief Legal Officer | 5/5/2025 | Adoption | 12/2/2025 | 6/30/2026 | See footnote (5) | |||||||||||||||||||||||||||
| Keith Taylor, Chief Financial Officer | 5/21/2025 | Adoption | 8/25/2025 | 4/30/2026 | See footnote (6) |
(1)Mr. Abdel’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding relating to awards totaling up to 9,756 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2025 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(2)Ms. Fox-Martin’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding relating to awards totaling up to 29,932 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2025 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding.
(3)Mr. Lin’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding purposes relating to awards totaling up to 8,828 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2025 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(4)Ms. Morandi’s plan includes (a) 1,124 shares and (b) subject to the achievement of performance conditions, the potential sale of shares for tax withholding relating to awards totaling up to 10,515 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2025 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(5)Mr. Pletcher’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding purposes relating to awards totaling up to 6,690 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2025 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
(6)Mr. Taylor’s plan includes (a) 2,000 shares and (b) subject to the achievement of performance conditions, the potential sale of shares for tax withholding relating to awards totaling up to 16,474 shares on a grant-by-grant basis. This plan also includes any shares to be granted under the 2025 Annual Incentive Plan, as determined based on final company performance, to be sold for tax withholding and/or diversification purposes.
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