A Dark Vector Cognition product

Item 5. Other Information

3K characters. Original on sec.gov · Markdown

Item 5. Other Information

The share numbers in this Item 5 represent the actual number of shares (not in millions).

Securities Trading Plans of Directors and Executive Officers

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. During the quarter ended December 31, 2025, the following Section 16 officers and directors, as defined in Rule 16a1(f), adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):

  • On November 17, 2025, ZMC Advisors, L.P. (“ZMC”) adopted a new written trading plan. Pursuant to our Management Agreement with ZMC, Strauss Zelnick, a partner of ZMC, serves as our Executive Chairman and Chief Executive Officer, and Karl Slatoff, a partner of ZMC, serves as our President. The plan’s maximum duration is until June 12, 2026 and the first trade will not occur until June 1, 2026, at the earliest. The trading plan is intended to permit ZMC to sell 49.9% of the shares of our common stock that vest (if any) on June 1, 2026 pursuant to certain Restricted Stock Units that are subject to vesting on such date, in order to satisfy the tax obligations arising from such vesting.

  • On November 18, 2025, Michael Sheresky, a member of our Board of Directors, adopted a new written trading plan. The plan’s maximum duration is until October 9, 2026 and the first trade will not occur until February 17, 2026, at the earliest. The trading plan is intended to permit Mr. Sheresky to sell up to an aggregate of 896.5 shares of our common stock. Specifically, the plan is designed to sell 50% of the restricted shares scheduled to vest in each of February 2026, May 2026, August 2026 and October 2026 to cover the tax obligation associated with the shares vesting.

  • On December 2, 2025, Karl Slatoff, our President, adopted a new written trading plan. The plan’s maximum duration is until December 31, 2026 and the first trade will not occur until June 3, 2026, at the earliest. The trading plan is intended to permit Mr. Slatoff to sell up to 100% of the vested shares of our common stock that are

received by him upon distribution from ZMC, if any, following the vesting of certain Restricted Stock Units held by ZMC that are subject to vesting on June 1, 2026.

  • On December 2, 2025, William “Bing” Gordon, a member of our Board of Directors, adopted a new written trading plan. The plan’s maximum duration is until March 13, 2026 and the first trade will not occur until March 2, 2026, at the earliest. The trading plan is intended to permit Mr. Gordon to sell up to an aggregate of 5,000 shares of our common stock.

No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2025.

Previous: Item 1A. Risk Factors · Next: Item 6. Exhibits