Insider Trading Arrangements

3 Months Ended

6 Months Ended

Jul. 31, 2023

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Jul. 31, 2023

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Trading Arrangements, by Individual

Material Terms of Trading Arrangement

On June 26, 2023, Erin Mannix, the Company’s Principal Accounting Officer and Chief Accounting Officer, entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Mannix Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s Class A common stock. The Mannix Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Mannix Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s Class A common stock, including upon the vesting and settlement of restricted stock units, so long as the market price of the Company’s common stock is higher than certain minimum threshold prices specified in the Mannix Rule 10b5-1 Plan, between December 20, 2023 and June 28, 2024. The aggregate number of shares of Class A common stock that will be available for sale under the Mannix Rule 10b5-1 Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock unit awards. As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 9,152, which reflects the aggregate maximum number of shares underlying Ms. Mannix’s restricted stock units which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations.

The Mannix Rule 10b5-1 Plan includes a representation from Ms. Mannix to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Mannix Rule 10b5-1 Plan at the time it was entered into. A similar representation was made to the Company in connection with the adoption of the Mannix Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities. Those representations were made as of the date of adoption of the Mannix Rule 10b5-1 Plan, and speak only as of such date. In making those representations, there is no assurance with respect to any material nonpublic information of which Ms. Mannix was unaware, or with respect to any material nonpublic information acquired by Ms. Mannix or the Company after the date of the representation.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Erin Mannix [Member]

Trading Arrangements, by Individual

Name

Erin Mannix

Title

Principal Accounting Officer and Chief Accounting Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

June 26, 2023

Aggregate Available

9,152

9,152