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Item 9B. Other information

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Item 9B. Other information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2024, certain of our officers and directors adopted or terminated trading arrangements for the sale of shares of our common stock as follows.

ActionDatePlansNumber of Securities to be SoldExpiration
Rule 10b5-1 1Non-Rule 10b5-1 2
Michael Miebach, President and Chief Executive OfficerAdoptionNovember 18, 2024X-Up to (i) 29,952 shares of Class A common stock underlying employee stock options and (ii) 41,891 shares of Class A common stock underlying unvested restricted stock units and vested but not yet settled performance stock units 3The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 15, 2025
Ed McLaughlin, President, Chief Technology OfficerAdoptionNovember 18, 2024X-Up to (i) 13,040 shares of Class A common stock underlying employee stock options and (ii) 5,034 shares of Class A common stockThe earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 18, 2025
Craig Vosburg, Chief Services OfficerAdoptionNovember 14, 2024X-Up to (i) 33,008 shares of Class A common stock underlying employee stock options and (ii) 3,100 shares of Class A common stockThe earlier of (i) the date when all securities under plan are exercised and sold and (ii) June 30, 2025
Ling Hai, President, Asia Pacific, Europe, Middle East and AfricaAdoptionNovember 29, 2024X-Up to 13,456 shares of Class A common stock underlying employee stock optionsThe earlier of (i) the date when all securities under plan are exercised and sold and (ii) February 27, 2026

1Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

2Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

3The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Miebach’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of future vesting events. For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events.

Other Information

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, we hereby incorporate by reference herein the disclosure contained in Exhibit 99.1 of this Report.

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