Insider Trading Arrangements

3 Months Ended

6 Months Ended

Sep. 30, 2023

During the three months ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:

Name (Title)

Action Taken

Date Action Taken

Type of Trading Arrangement(1)

Duration(2)

Aggregate Number of Securities Subject to Trading Arrangement

Katharina McFarland

(Director)

Adopt

8/17/2023

Rule 10b5-1 Trading Arrangement

10/15/2024

Indeterminable(3)

Kelly Smales

(Director)

Adopt

8/17/2023

Rule 10b5-1 Trading Arrangement

10/15/2024

Indeterminable(4)

(1) Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

(2) Each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” permits transactions to begin only upon expiration of the applicable mandatory cooling-off period under the Rule.

(3) This trading arrangement provides for the sale of up to (i) 30,937 shares of common stock issuable upon exercise of outstanding stock options held by Ms. McFarland, and (ii) 35% of an indeterminable number of shares of common stock to be received upon the vesting of restricted stock units (“RSUs”) that may be awarded to Ms. McFarland, after the date on which the trading arrangement was adopted, pursuant to the Company’s Outside Director Compensation Policy (the “Compensation Policy”). The actual number of RSUs that may be awarded to Ms. McFarland pursuant to the Compensation Policy will depend on Ms. McFarland’s continued service on the Company’s board of directors, the Company’s closing stock price on the date an RSU is awarded, and the dollar value of each RSU award that is received in lieu of cash compensation for serving, as applicable, as Chair of the Board, Lead Independent Director or as the chair or a member of a committee of the Board.

(4) This trading arrangement provides for the sale of up to (i) 4,375 shares of common stock held by Ms. Smales, (ii) 3,720 shares of common stock issuable the vesting of outstanding RSUs held by Ms. Smales, and (iii) 35% of an indeterminable number of shares of common stock to be received upon the vesting of RSUs that may be awarded to Ms. Smales, after the date on which the trading arrangement was adopted, pursuant to the Compensation Policy. The actual number of RSUs that may be awarded to Ms. Smales pursuant to the Compensation Policy will depend on Ms. Smales’s continued service on the Company’s board of directors, the Company’s closing stock price on the date an RSU is awarded, and the dollar value of each RSU award that is received in lieu of cash compensation for serving, as applicable, as Chair of the Board, Lead Independent Director or as the chair or a member of a committee of the Board.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Katharina McFarland [Member]

Trading Arrangements, by Individual

Name

Katharina McFarland

Title

Director