Item 5. Other Information
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
The following officers, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K as follows:
On May 23, 2025, J. Eric Bjornholt, our Senior Vice President and Chief Financial Officer, terminated a Rule 10b5-1 trading arrangement and adopted a new Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 25,910 shares of our common stock acquired by Mr. Bjornholt pursuant to Restricted Stock Awards, and an aggregate of up to 4,303 shares of our common stock owned by Mr. Bjornholt. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) and to comply with our policies regarding such plans. The first shares are scheduled to be sold on August 25, 2025, as permitted under the trading arrangement, and subsequent sales under the plan may occur on a regular basis for the duration of the trading arrangement until May 26, 2026.
On June 6, 2025, Steve Sanghi, our CEO and President, adopted a new Rule 10b5-1 trading arrangement providing for the sale (from an account in the name of The Sanghi Trust Steve and Maria T Sanghi) of an aggregate of up to 738,744 shares of our common stock acquired by Mr. Sanghi pursuant to Restricted Stock Awards and exercised Options. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) and to comply with our policies regarding such plans. The first shares may be sold as early as on September 9, 2025, as permitted under the trading arrangement, and subsequent sales under the plan may occur for the duration of the trading arrangement until June 6, 2027.
No other officers or directors, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the last fiscal quarter.
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