Item 5. Other Information
1K characters. Original on sec.gov ·
Item 5. Other Information
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the Board.
None.
(c) Insider trading arrangements and policies.
Other than the below, during the three months ended March 31, 2026, no director or "officer" (as defined under 16a-1(f) of the Exchange Act) of the Company adopted 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 March 13, 2026, Nick Khan, a member of the Board of Directors, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “2026 Khan Trading Arrangement”). The 2026 Khan Trading Arrangement provides for the sale of up to (i) 67,127 shares of Class A common stock plus (ii) the net number of shares of Class A common stock underlying 37,423 restricted stock units received after giving effect to the number of shares sold to satisfy tax withholding obligations on each vesting date specified under the 2026 Khan Trading Arrangement (such total number of shares is not determinable), with a plan end date of December 31, 2026.
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