Item 5. Other Information

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended September 30, 2024, except for Ms. Marks, our Chair, President and Chief Executive Officer, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K. On July 30, 2024, Ms. Marks adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Under the trading plan, the shares received by Ms. Marks upon the vesting of the performance stock units (PSUs) granted to her by the Company on February 3, 2022 (after giving effect to tax withholding and a previous election to defer 50% of the PSU shares earned) and 24,000 shares that Ms. Marks previously received upon the vesting of other awards she received will be sold if a limit price is achieved. In addition, the trading plan provides for Ms. Marks to exercise and then sell, if limit prices are achieved, shares received (after giving effect to tax withholding) upon the exercise of 101,096 stock appreciation rights granted to her in 2018 and 191,799 stock appreciation rights granted to her in 2019. The number of shares that could be sold in respect of the stock appreciation rights will depend on the Company’s stock price and applicable tax rates. The trading plan will terminate on February 10, 2025.

The number of shares that may be sold by Ms. Marks upon vesting of the PSUs will depend upon the Company’s achievement of the underlying financial performance goals and the application of a multiplier factor based on our relative total shareowner return over the 2022-2024 performance period, and can range from 0 to 200% of the sum of the target PSUs granted plus additional PSUs credited for dividend equivalents. Ms. Marks was granted 59,404 “target” PSUs on February 3, 2022. However, because Ms. Marks previously elected to defer receipt of 50% of the PSUs to be earned under our PSU Deferral Plan, the number of shares delivered to her at vesting and available for sale will be accordingly reduced. Assuming the limit price required is achieved, we estimate, based on our projected performance against the underlying financial goals, our relative total shareholder return through September 30, 2024, current tax withholding rates, future crediting of dividend equivalents assuming our current dividend remains unchanged and a stock price of $103.94 (the closing price of our stock on September 30, 2024), and Ms. Marks election to defer 50% of the PSUs, that 13,960 shares could be sold under the trading plan in respect of the PSUs.