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Item 5. Other Information

2K characters. Original on sec.gov ·

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2025, the following officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). These trading plans were adopted during an open trading window.

Other than as disclosed below, no directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

NamePositionDate of AdoptionDuration of Trading Arrangement (1)Aggregate Number of Securities to be Sold (2)
Christopher T. GallaSr. VP, General Counsel and Corp. Secretary9/15/20255/3/2026 - 9/10/2026Up to 4,351 shares to be sold (3)
James F. HowePresident, Motion9/17/202512/17/2025 - 9/15/2026Up to 4,710 shares to be sold (3)

*(1)*Each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each arrangement also provided or provides for automatic expiration in the event of liquidation, dissolution, bankruptcy, insolvency, or death, of the adopting person.

*(2)*The volume and timing of sales is determined, in part, based on pricing triggers outlined in the trading arrangement.

*(3)*The Rule 10b5-1 trading arrangement allows for the sale of a portion of shares subject to future vesting of equity awards, including performance-based restricted stock, net of shares withheld for taxes. The exact number of shares sold depends on vesting outcomes and tax withholdings, and therefore is not yet determinable. The aggregate number reported represents the maximum shares expected to vest or the target amount for performance awards, excluding shares withheld for taxes.

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