Item 5. Other Information
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Item 5. Other Information
Rule 10b5-1 Trading Plans
On June 5, 2026, John Whittle, our Chief Operating Officer, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act for the sale of shares of our common stock (the “Whittle Plan”) during an open trading window in accordance with our insider trading policy. The Whittle Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Whittle Plan provides for the potential sale by Mr. Whittle of up to 56,700 shares of our common stock, issued upon the exercise of vested stock options for shares of our common stock, at prices at or above a minimum price specified in the Whittle Plan, all between September 4, 2026 and September 30, 2027.
On June 10, 2026, Christiane Ohlgart, our Chief Financial Officer, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act for the sale of shares of our common stock (the “Ohlgart Plan”) during an open trading window in accordance with our insider trading policy. The Ohlgart Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Ohlgart Plan provides for the potential sale by Mrs. Ohlgart of up to 115 shares of our common stock, plus a number of additional net shares (which is not yet determinable) remaining after shares are withheld to satisfy tax obligations upon vesting and settlement of RSUs and PSUs, in each case, at prices determined in accordance with the terms of the Ohlgart Plan, all between September 9, 2026 and September 15, 2027.
Each of the Whittle Plan and the Ohlgart Plan (each, a “10b5-1 Plan,” and together, the “10b5-1 Plans”) includes a representation from each of Mr. Whittle and Mrs. Ohlgart, respectively, to the broker administering the plan that they were not in possession of any material nonpublic information regarding us or the securities subject to their respective 10b5-1 Plan at the time their respective 10b5-1 Plan was entered into. A similar representation was made to us in connection with the adoption of
each 10b5-1 Plan under our insider trading policy. Those representations for each 10b5-1 Plan were made as of the respective date of adoption of the applicable 10b5-1 Plan, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which Mr. Whittle and Mrs. Ohlgart, as applicable, were unaware, or with respect to any material nonpublic information acquired by Mr. Whittle and Mrs. Ohlgart or us, as applicable, after the date of each such representation.
Once executed, transactions under the 10b5-1 Plans will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Mr. Whittle and Mrs. Ohlgart or our other officers or directors, or their affiliated entities.
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