Item 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
During the three months ended June 30, 2025, none of our officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement", except as set forth below.
On June 12, 2025, Jim Burke, President and Chief Executive Officer of the Company, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (the 10b5-1 Plan). The 10b5-1 Plan provides for the potential exercise of options for up to 988,053 shares of our common stock pursuant to stock option awards that are nearing the end of their expiration window. The exercise of options will result in (i) shares that will be sold to cover the exercise price and taxes, (ii) shares that will be sold as part of estate planning activities, (iii) shares that will be donated for charitable purposes from shares Mr. Burke already owns, and (iv) shares that will be held following exercise. Such transactions are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares transacted could vary if certain minimum stock prices are not met. Following execution of the plan, Mr. Burke's share ownership is expected to be higher than his current ownership. The 10b5-1 Plan will become effective on September 10, 2025 and will terminate on May 11, 2026, subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
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