Item 5. Other Information

Insider trading arrangements

During the three months ended September 30, 2023, none of our Section 16 officers or directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Section 408(c) of Regulation S-K).

Iran activity

Pursuant to Section 13(r) of the Exchange Act, the Company is required to disclose in its periodic reports whether it or any of its affiliates knowingly conducted transactions or dealings with the Government of Iran, or any person or entity owned or controlled, directly or indirectly, by the Government of Iran or any of its subdivisions, agencies or instrumentalities (a “Government Related Entity”).

In the second quarter of 2023, a subsidiary of MetLife, Inc. issued a group medical policy to the Iranian Khadije Kobra School in Dubai, United Arab Emirates (“UAE”), an educational organization that appears to be owned or controlled, directly or indirectly, by a Government Related Entity. The Company recorded in its interim condensed consolidated financial statements for the third quarter of 2023 approximately $11 thousand of premiums related to this policy that were received in the second quarter of 2023. The Company did not receive any additional premiums and paid less than eighty dollars in claims under this policy during the third quarter of 2023.

In the second quarter of 2023, a subsidiary of MetLife, Inc. issued a group medical policy to the Directorate of Iranian Schools in the UAE, an educational organization that appears to be owned or controlled, directly or indirectly, by a Government Related Entity. The Company recorded in its interim condensed consolidated financial statements for the third quarter of 2023 approximately $67 thousand of premiums related to this policy that were received in the second quarter of 2023. The Company did not receive any additional premiums and paid less than seven thousand dollars in claims under this policy during the third quarter of 2023.

In the third quarter of 2023, after further investigation, the Company determined that a former policyholder, the Al Adab Iranian Private School for Boys in Dubai, UAE, may be owned or controlled, directly or indirectly, by a Government Related Entity. A subsidiary of MetLife, Inc. issued two group medical policies to this policyholder in March 2021, both of which terminated in March 2023 in accordance with their terms. During the third quarter of 2023, the Company did not receive any premiums and paid approximately fifty dollars in claims under one of the two policies.

In the third quarter of 2023, after further investigation, the Company determined that a former policyholder, the Iranian Towheed Boys School in Dubai, UAE, appears to be owned or controlled, directly or indirectly, by a Government Related Entity. A subsidiary of MetLife, Inc. issued two group medical policies and one group life policy to this policyholder in March 2022, all three of which terminated in March 2023 in accordance with their terms. During the third quarter of 2023, the Company did not receive any premiums and paid less than three thousand dollars in claims under two of the three policies.

In each case, the Company does not intend to continue any services related to or involving the policies. The Company has investigated the circumstances of the issuance of each policy. The Company does not intend to conduct any transactions or dealings with a Government Related Entity not specifically authorized by a U.S. federal department or agency.

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