(c) Director and Officer Trading Arrangements

A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or our other securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, for diversification or other personal reasons.

Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes, for the fourth quarter of fiscal year 2024, each trading arrangement for the sale or purchase of our securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a Rule 10b5-1 trading arrangement, or (2) a non-Rule 10b5-1 trading arrangement, as defined in Item 408(c) of Regulation S-K.


		Type of	Nature of	Duration of Trading	Aggregate
	Action Taken	Trading	Trading	Trading	Number of
Name (Title)	(Date of Action)	Arrangement	Arrangement	Arrangement	Securities
Nathan Jorgensen, Ph.D. (Chief Financial Officer)	Adoption (November 21, 2024)	Durable Non-Rule 10b5-1 trading arrangement for sell-to-cover transactions related to restricted stock units (“RSUs”) granted on or after July 8, 2024	Sale	Until final settlement of any covered RSU	Indeterminable⁽¹⁾
Jacquelyn Fahey Sandell (Chief Legal Officer)	Adoption (December 2, 2024)	Rule 10b5-1 trading arrangement for exercises of options and sale of shares	Sale	Until January 30, 2026, or such earlier date upon which all transactions are completed or expire without execution	Up to 46,987 shares
Robin Swartz (Chief Operating Officer and Chief Business Officer)	Adoption (December 5, 2024)	Rule 10b5-1 trading arrangement for exercises of options and sale of shares	Sale	Until May 29, 2026, or such earlier date upon which all transactions are completed or expire without execution	Up to 70,985 shares

(1) The number of shares subject to covered RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the company’s common stock at the time of settlement, and the potential future grant of additional RSUs subject to this arrangement. This trading arrangement, which applies to RSUs whether vesting is based on the passage of time and/or the achievement of performance goals, provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a covered RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the company in satisfaction of the applicable withholding obligation.

Trading Arrangements, by Individual

Title

Chief Financial Officer

Adoption Date

November 21, 2024

Trading Arrangements, by Individual

Title

Chief Legal Officer

Adoption Date

December 2, 2024

Name

Robin Swartz

Rule 10b5-1 Arrangement Adopted

true

Aggregate Available

70,985