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Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

The table below describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended June 30, 2024, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Name and Title

Adoption Date

Expiration Date

Aggregate Number of Securities to be Sold

Jeffrey Kunins, Chief Product Officer and Chief Technology Officer (1)

May 15, 2024

December 30, 2024

21,808

Brittany BagleyChief Operating Officer and Chief Financial Officer

May 16, 2024

December 31, 2024

2,017

Michael Garnreiter, Director

May 17, 2024

May 17, 2025

5,000

Jeri Williams, Director

May 23, 2024

December 31, 2024

330

Patrick W. Smith, Chief Executive Officer and Director (2)

May 24, 2024

December 31, 2025

789,071

Julie A. Cullivan, Director

June 6, 2024

May 30, 2025

1,557

(1)On May 15, 2024, Jeffrey Kunins, our Chief Product Officer and Chief Technology Officer, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell, on or prior to December 30, 2024, up to 21,808 shares of our common stock, excluding the potential effect of shares withheld for taxes.
(2)On May 24, 2024, Patrick Smith, our Chief Executive Officer, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell, on or prior to December 31, 2025, (i) a number of shares of our common stock, the amount of which is not yet determinable, sufficient to cover the exercise costs and taxes associated with an exercise of up to 515,931 options and (ii) up to an additional 273,140 shares of our common stock resulting from previously exercised options.

In addition, certain of our officers or directors have made, and may from time to time make, elections to have shares withheld or sold to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).  

During the three months ended June 30, 2024, certain of our officers made elections to have shares sold to cover withholding taxes due upon the vesting of RSUs consistent with the Company’s historical practice. Based on the Company’s transition to quarterly vesting schedules for RSU awards and a change to withhold shares to cover withholding taxes for all officers (as defined in Rule 16a-1(f) under the Exchange Act), such arrangements were cancelled prior to any transactions occurring.  

No other Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were entered into, modified, or terminated by our directors or officers during such period.

Jeffrey Kunins  
Trading Arrangements, by Individual  
Name Jeffrey Kunins
Title Chief Product Officer and Chief Technology Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 15, 2024
Expiration Date Dec. 30, 2024
Aggregate Available 21,808
Brittany Bagley  
Trading Arrangements, by Individual  
Name Brittany Bagley
Title Chief Operating Officer and Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 16, 2024
Expiration Date Dec. 31, 2024
Aggregate Available 2,017
Michael Garnreiter  
Trading Arrangements, by Individual  
Name Michael Garnreiter
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 17, 2024
Expiration Date May 17, 2025
Aggregate Available 5,000
Jeri Williams  
Trading Arrangements, by Individual  
Name Jeri Williams
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 23, 2024
Expiration Date Dec. 31, 2024
Aggregate Available 330
Patrick W. Smith  
Trading Arrangements, by Individual  
Name Patrick W. Smith
Title Chief Executive Officer and Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 24, 2024
Expiration Date Dec. 31, 2025
Aggregate Available 789,071
Julie A. Cullivan  
Trading Arrangements, by Individual  
Name Julie A. Cullivan
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date Jun. 06, 2024
Expiration Date May 30, 2025
Aggregate Available 1,557
Exercise of Stock Options Arrangement | Patrick W. Smith  
Trading Arrangements, by Individual  
Aggregate Available 515,931
Trading Arrangement Previous Exercise of Stock Options [Member] | Patrick W. Smith  
Trading Arrangements, by Individual  
Aggregate Available 273,140