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Item 9B. OTHER INFORMATION

4K characters. Original on sec.gov ·

Item 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans

Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by the Company’s stock trading standard, which has been filed and incorporated by reference as Exhibit 19 to this annual report. In accordance with Rule 10b5-1 and the Company’s stock trading standard, directors, officers and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s employee and director equity plans (a “Rule 10b5-1 Trading Plan”). Under the Company’s stock trading standard, the first trade made pursuant to a Rule 10b5-1 trading plan may take place no earlier than 90 days after adoption of the trading plan. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The use of these trading plans permits asset diversification as well as financial and tax planning. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our stock trading standard and holding requirements. During the three months ended December 31, 2025, the following directors and executive officers adopted Rule 10b5-1 trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):

On October 30, 2025, Tom Palmer, Chief Executive Officer and Director, adopted a 10b5-1 Trading Plan with a term of 12 months, and provided for the sale of up to 240,000 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading. Mr. Palmer retired on December 31, 2025 and is no longer a Section 16 officer.

On December 1, 2025, Peter Wexler, Executive Vice President, Chief Legal Officer and Interim Chief Financial Officer, adopted a 10b5-1 Trading Plan with a term of 9 months, and provided for the sale of up to 13,378 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading.

On December 17, 2025, Peter Toth, Executive Vice President, Chief Sustainability and Development Officer, adopted a 10b5-1 Trading Plan with a term of 12 months, and provided for the sale of up to 36,000 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading.

On November 24, 2025, Mark Rodgers, Managing Director, Africa-Asia Pacific, adopted a 10b5-1 Trading Plan with a term of approximately 4 months, and provided for the sale of up to 38,845 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading. Mr. Rogers was not a Section 16 officer at the time of execution of the listed 10b5-1 plan and was subsequently designated a Section 16 officer effective as of January 1, 2026.

On December 1, 2025, David Thornton, Managing Director, Americas, adopted a 10b5-1 Trading Plan with a term of 9 months, and provided for the sale of up to 43,964 shares of common stock pursuant to the terms of the plan. The adoption of such 10b5-1 Trading Plan occurred during an open insider trading window and complied with the Company’s standards on insider trading. Mr. Thornton was not a Section 16 officer at the time of execution of the listed 10b5-1 plan and was subsequently designated a Section 16 officer effective as of January 1, 2026.

During the three months ended December 31, 2025, no Section 16 directors and officers amended or terminated existing Rule 10b5-1 trading plans.

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