A Dark Vector Cognition product

Item 5. Other Information

4K characters. Original on sec.gov ·

Item 5. Other Information

Disclosure of Trading Arrangements

Item 408(a) of Regulation S-K requires the Company to disclose whether any director or officer of the Company has adopted or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. During the quarter ended March 31, 2026, the following activity occurred requiring disclosure under Item 408(a) of Regulation S-K:

Priya Aiyar, Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement on March 13, 2026. This trading arrangement has a termination date of June 30, 2027. Under the trading arrangement, up to (i) 465,338 shares of common stock issuable upon vesting of restricted stock units granted on March 3, 2025 and March 17, 2025, (ii) 43,630 shares of common stock issuable upon vesting of performance restricted stock units granted on March 3, 2025 and (iii) 77,243 shares of common stock issuable upon the exercise of options expiring on March 3, 2032, for an aggregate of 586,211 shares of common stock, are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement.

Bruce Campbell, Chief Revenue and Strategy Officer, adopted a Rule 10b5-1 trading arrangement on March 10, 2026. This trading arrangement has a termination date of August 31, 2027. Under the trading arrangement, up to (i) 143,730 shares of common stock issuable upon vesting of restricted stock units granted on various dates between March 1, 2024 and August 15, 2025, (ii) 798,296 shares of common stock issuable upon vesting of performance restricted stock units granted on March 1, 2024 and March 3, 2025 and (iii) 290,307 shares of common stock issuable upon the exercise of options expiring on various dates between March 1, 2031 and August 15, 2032, for an aggregate of 1,232,333 shares of common stock, are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement.

Gunnar Wiedenfels, Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on March 9, 2026. This trading arrangement has a termination date of April 30, 2027. Under the trading arrangement, up to (i) 134,953 shares of common stock issuable upon vesting of restricted stock units granted on March 1, 2024 and March 3, 2025, (ii) 769,855 shares of common stock issuable upon vesting of performance restricted stock units granted on March 1, 2024 and March 3, 2025 and (iii) 258,691 shares of common stock issuable upon the exercise of options expiring on March 1, 2031 and March 3, 2032, for an aggregate of 1,163,499 shares of common stock, are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement.

David Zaslav, Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement on March 12, 2026. This trading arrangement has a termination date of August 14, 2026. Under the trading arrangement, up to (i) 392,693 shares of common stock issuable upon vesting of restricted stock units granted on January 5, 2026 and (ii) 4,179,755 shares of common stock issuable upon the exercise of options expiring on June 12, 2032, for an aggregate of 4,572,448 shares of common stock, are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement.

The shares of common stock available for sale under the applicable trading arrangement upon vesting of performance restricted stock units have been estimated at target performance except in the case of certain performance restricted stock units granted on March 1, 2024 for which performance has already been certified by the Compensation Committee of the Board. For awards that have been estimated at target performance, the actual number of performance restricted stock units that vest following the end of the applicable performance period, if any, depends on the relative achievement of the applicable performance metrics. For more information on the performance restricted stock units, see the Company’s definitive proxy statement for its 2026 annual meeting of stockholders filed on April 30, 2026.

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