A Dark Vector Cognition product

Item 9B. OTHER INFORMATION

2K characters. Original on sec.gov ·

Item 9B. OTHER INFORMATION

(b) On October 11, 2024, Morgan Stanley Smith Barney initiated a termination of the “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) adopted on June 12, 2024 by Steven Quirk, our Chief Brokerage Officer. That previously disclosed “Rule 10b5-1 trading arrangement” had provided that Mr. Quirk may sell (i) up to 528,408 shares of our Class A common stock (less any shares previously sold under predecessor Rule 10b5-1 trading arrangements), (ii) shares of our Class A common stock resulting from the settlement of up to 122,161 unvested RSUs (less any shares previously sold under predecessor Rule 10b5-1 trading arrangements and shares withheld for applicable taxes), (iii) up to 9,378 shares of our Class A common stock, and (iv) shares of our Class A common stock resulting from the settlement of up to 369,779 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to September 19, 2025. On November 12, 2024, Mr. Quirk adopted a new Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell (i) up to 370,195 shares of our Class A common stock, and (ii) shares of our Class A common stock resulting from the settlement of up to 441,179 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to February 21, 2026.

On November 11, 2024, Jeffrey Pinner, our Chief Technology Officer, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of

Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell shares of our Class A common stock resulting from the settlement of up to 285,948 unvested RSUs (less any shares withheld for applicable taxes), in each case on or prior to April 30, 2026.

RSUs convert into Class A common stock on a one-for-one basis upon vesting and settlement.

In addition, certain of our officers may, from time to time, make elections to participate in our ESPP and to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408(c) of Regulation S-K).

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