A Dark Vector Cognition product

Item 9B. Other Information

3K characters. Original on sec.gov · Markdown

Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, three of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On November 25, 2024, our Chief Financial Officer, Andrew Vollero, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to (i) 200,000 shares of our Class A common stock and (ii) the number of shares of our Class A common stock Mr. Vollero will receive following the vesting of certain restricted stock unit awards and the satisfaction of tax obligations in connection with such vesting. The number of shares to be sold pursuant to the trading plan is dependent on the tax obligation incurred in connection with the vesting of these restricted stock unit awards and, therefore, is indeterminable at this time, but in no event will exceed an aggregate of 267,933 shares of our Class A common stock. The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or May 15, 2025.

On December 3, 2024, our Chief Legal Officer, Benjamin Lee, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to (i) 75,000 shares of our Class A common stock and (ii) the number of shares of our Class A common stock Mr. Lee will receive following the vesting of certain restricted stock unit awards and the satisfaction of tax obligations in connection with such vesting. The number of shares to be sold pursuant to the trading plan is dependent on the tax obligation incurred in connection with the vesting of these restricted stock unit awards

and, therefore, is indeterminable at this time, but in no event will exceed an aggregate of 126,660 shares of our Class A common stock. The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or December 15, 2025.

On December 3, 2024, our Chief Accounting Officer, Michelle Reynolds, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale of up to (i) 5,999 shares of our Class A common stock and (ii) the number of shares of our Class A common stock Ms. Reynolds will receive following the vesting of certain restricted stock unit awards and the satisfaction of tax obligations in connection with such vesting. The number of shares to be sold pursuant to the trading plan is dependent on the tax obligation incurred in connection with the vesting of these restricted stock unit awards and, therefore, is indeterminable at this time, but in no event will exceed an aggregate of 20,979 shares of our Class A common stock. The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or May 30, 2025.

Previous: Item 9A. Controls and Procedures · Next: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections