Item 5. Other Information
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2025, each of the following directors and/or officers adopted a “Rule 10b5-1 trading arrangement”, as such 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 | |||||||||||||||||||||||||||
| Charles Meyers, Executive Chairman | 8/18/2025 | Adoption | 11/17/2025 | 4/30/2026 | See footnote (1) | |||||||||||||||||||||||||||
| Christopher Paisley, Director | 8/6/2025 | Adoption | 11/18/2025 | 8/18/2026 | See footnote (2) | |||||||||||||||||||||||||||
| Michael Shane Paladin, Chief Customer and Revenue Officer | 8/27/2025 | Adoption | 1/16/2025 | 4/30/2026 | See footnote (3) |
(1)Mr. Meyers’ plan includes (a) 5,087 shares and (b) subject to the achievement of performance conditions, the potential sale of shares for tax withholding relating to awards totaling up to 19,997 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)Mr. Paisley’s plan includes the potential sale of 500 shares, previously acquired via Restricted Stock Unit(s), for diversification purposes.
(3)Mr. Paladin’s plan includes, subject to the achievement of performance conditions, the potential sale of shares for tax withholding relating to awards totaling up to 4,607 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.
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