Insider Trading Arrangements

3 Months Ended

Mar. 31, 2024

shares

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Item 5. Other Information

During the fiscal quarter ended March 31, 2024, the following directors and Section 16 officers, as applicable, adopted, modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K):

●  On February 29, 2024, John Kiernan, our Chief Financial Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).  Mr. Kiernan’s plan covers the sale of 30,000 shares of our common stock, between June 10, 2024 and May 30, 2025. Transactions under the plan are based upon pre-established dates.

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K) adopted, modified or terminated during the fiscal quarter ended March 31, 2024 by our directors and Section 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Securities Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.

Non-Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Terminated

false

John Kiernan

Trading Arrangements, by Individual

Name

John Kiernan

Title

Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

February 29, 2024

Aggregate Available

30,000