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Insider Trading Arrangements
3 Months Ended 9 Months Ended
Oct. 31, 2024
shares
Oct. 31, 2024
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Robin Schulman [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
Robin Schulman New 10b5-1 Plan
On October 1, 2024, Robin Schulman, the Company’s Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary, entered into a new pre-arranged written stock sale plan in accordance with Rule 10b5-1, or the New Schulman Rule 10b5-1 Plan, under the Exchange Act for the sale of shares of the Company’s Class A common stock, including shares of Class A common stock resulting from (i) vesting and settlement of restricted stock units and (ii) the exercise of vested stock options for shares of the Company’s Class B common stock and subsequent conversion to Class A common stock prior to consummating any sale in connection with the exercise of vested stock options. The New Schulman Rule 10b5-1 Plan will take effect on January 2, 2025, and on December 31, 2024 Ms. Schulman’s existing Rule 10b5-1 Plan will terminate according to its terms. The New Schulman 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 New Schulman 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 and exercise of vested stock options, so long as the market price of the Company’s Class A common stock is higher than certain minimum threshold prices specified in the New Schulman Rule 10b5-1 Plan, between January 2, 2025 and December 31, 2025. The aggregate number of shares of Class A common stock that will be available for sale under the New Schulman 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 and exercise and settlement of option awards. As such, for purposes of this disclosure, the aggregate number of shares of Class A common stock available for sale is approximately 406,678, which reflects the aggregate maximum number of shares underlying Ms. Schulman’s restricted stock units and vested options which may be sold, without excluding the shares that will be sold to satisfy the tax withholding obligations.
The New Schulman Rule 10b5-1 Plan includes a representation from Ms. Schulman 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 New Schulman 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 New Schulman 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 New Schulman 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. Schulman was unaware, or with respect to any material nonpublic information acquired by Ms. Schulman or the Company after the date of the representation.
Once executed, transactions under the New Schulman Rule 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, the Company does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Ms. Schulman or other officers or directors of the Company.
Name Robin Schulman  
Title Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date October 1, 2024  
Expiration Date December 31, 2025  
Arrangement Duration 363 days  
Aggregate Available 406,678 406,678