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Item 5. Other Information.

5K characters. Original on sec.gov ·

Item 5. Other Information.

Trading arrangements

The following table provides information concerning Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) adopted in the third quarter of 2025, by any director or officer who is subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934 ("Section 16 Director or Officer"). These trading arrangements are intended to satisfy the affirmative defense of Rule 10b5-1(c). Certain of the Firm's Section 16 Directors or Officers may participate in employee stock purchase plans, 401(k) plans or dividend reinvestment plans of the Firm that have been designed to comply with Rule 10b5-1(c). No non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) were adopted by any Section 16 Director or Officer during the third quarter of 2025. Additionally, no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were terminated by any Section 16 Director or Officer in the third quarter of 2025.

NameTitleAdoption dateDuration(c)Aggregate number of shares to be sold(d)
Ashley BaconChief Risk OfficerAugust 8, 2025August 8, 2025 – March 31, 202650% of the net issued shares received as a result of RSUs vesting on January 13, 2026
Jeremy BarnumChief Financial OfficerAugust 6, 2025August 6, 2025 – March 31, 202650% of the net issued shares received as a result of RSUs vesting on January 13, 2026
Lori BeerChief Information OfficerAugust 8, 2025August 8, 2025 – March 31, 202650% of the net issued shares received as a result of RSUs vesting on January 13, 2026
Mary ErdoesCEO, AWMAugust 1, 2025August 1, 2025 – March 31, 202650% of the net issued shares received as a result of RSUs vesting on January 13, 2026
Stacey Friedman(a)General CounselAugust 14, 2025August 14, 2025 – March 31, 202650% of the net issued shares received as a result of RSUs vesting on January 13, 2026
Marianne Lake(b)CEO, CCBAugust 13, 2025August 13, 2025 – March 31, 202650% of the net issued shares received as a result of RSUs vesting on January 13, 2026
Robin LeopoldHead of Human ResourcesAugust 8, 2025August 8, 2025 – March 31, 2026966
Douglas PetnoCo-CEO, CIBAugust 11, 2025August 11, 2025 – March 31, 202650% of the net issued shares received as a result of RSUs vesting on January 13, 2026
Jennifer PiepszakChief Operating OfficerJuly 25, 2025July 25, 2025 – March 31, 202650% of the net issued shares received as a result of RSUs vesting on January 13, 2026

(a)Transaction by trust of which Ms. Friedman has either a direct or indirect pecuniary interest.

(b)Transaction by trust of which Ms. Lake has either a direct or indirect pecuniary interest.

(c)Sales under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1. Subject to compliance with Rule 10b5-1, duration could cease earlier than the final date shown above to the extent that the aggregate number of shares to be sold under the trading arrangement have been sold.

(d)Unless otherwise stated, the aggregate number of shares to be sold pursuant to each trading arrangement is dependent on the terms and conditions of, and taxes on, the applicable RSUs, and therefore, is indeterminable at this time.

Iran threat reduction disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure may be required even where the activities, transactions or dealings were conducted in compliance with applicable law. Except as set forth below, as of the date of this report, the Firm is not aware of any other activity, transaction or dealing by any of its affiliates during the quarter ended September 30, 2025 that requires disclosure under Section 219.

During the third quarter of 2025, the Firm determined that an existing account holder at a non-U.S. subsidiary of the Firm had previously become employed by a subsidiary of an entity which is owned or controlled by the Government of Iran. The account was valued at the equivalent of approximately USD 119,000. The Firm’s non-U.S. subsidiary charged fees of the equivalent of approximately USD 850 from the time the account holder became employed by the applicable entity through the third quarter of 2025. The Firm has closed the account.

The Firm does not intend to engage in such transactions in the future.

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