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Insider Trading Arrangements
3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

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 (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, and 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.

During the quarterly period covered by this report, no new trading arrangement for the sale or purchase of our securities was 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) (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) other than the adoption by Toby Ferguson, M.D., Ph.D., our Chief Medical Officer, of a durable sale instruction constituting a Rule 10b5-1 trading arrangement on March 27, 2025, related to sell-to-cover transactions for restricted stock units, or RSUs, granted on or after April 1, 2024, which superseded a durable sale instruction Dr. Ferguson had previously adopted on March 22, 2024, with regard to the same transactions that constituted a non-Rule 10b5-1 trading arrangement. The superseding Rule 10b5-1 trading arrangement did not modify or change the amount, price, or timing of the sale of securities subject to a durable sale instruction by Dr. Ferguson.

Toby Ferguson, M.D., Ph.D.  
Trading Arrangements, by Individual  
Name Toby Ferguson, M.D., Ph.D.,
Title Chief Medical Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date March 27, 2025