Item 5. OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements

During the third quarter of fiscal 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:


Name & Title	Date Adopted	Character of Trading Arrangement 1	Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement	Duration 2	Other Material Terms	Date Terminated
Laura Alber, Director, President and Chief Executive Officer	September 10, 2024	Rule 10b5-1 Trading Arrangement	Up to 270,000 shares to be sold	January 21, 2025 through November 28, 2025	N/A	N/A
Jeff Howie, Executive Vice President and Chief Financial Officer	August 26, 2024	Rule 10b5-1 Trading Arrangement	Up to 78,724 shares to be sold 3	December 2, 2024 through September 30, 2025	N/A	N/A

1 Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

2 The Rule 10b5-1 Trading Arrangements permit transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. The Rule 10b5-1 Trading Arrangements only permit transactions upon expiration of the applicable mandatory cooling-off period under the Rule. The Rule 10b5-1 Trading Arrangements also provide for automatic expiration in the event of written notice of death or legal incapacity, our filing of a bankruptcy petition, the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of our common stock into shares of another company, the conversion of our common stock into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part), the termination of the Rule 10b5-1 Trading Arrangement by the executive, or, in the case of Mr. Howie, our common stock is no longer listed on a national securities exchange.

3 This number includes shares of our common stock issuable pursuant to unvested restricted stock units and unvested performance stock units (“PSUs”). The PSUs are subject to the achievement of certain performance conditions as set forth in the applicable PSU agreement. The actual number of PSUs that vest following the end of the applicable performance period, if any, and therefore the resulting shares of our common stock available for sale under the plan will depend on the attainment of the performance metrics*.*

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