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Insider Trading Arrangements

3 Months Ended

Mar. 31, 2024

During the fiscal quarter ended March 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Name & Title

Date Adopted

Character of Trading Arrangement (1)

Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement

Duration (2)

Christoper A. Tomasso, President and Chief Executive Officer

3/8/2024

Rule 10b5-1 Trading Arrangement

Up to 405,000 shares to be sold (3)

6/17/2025

Jay Wolszczak, Chief Legal Officer, General Counsel & Secretary

3/6/2024

Rule 10b5-1 Trading Arrangement

Up to 45,000 shares to be sold (4)

3/6/2025

_____________________

(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 earliest to occur of (i) the completion of all purchases or sales or the expiration of all of the orders relating to such trades, or (ii) the date listed in the table. Trading arrangements marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon the expiration of the applicable mandatory cooling-off period under the Rule.

(3) Mr. Tomasso’s trading plan provides for the sale of up to 405,000 shares on a quarterly basis as follows: (i) Up to 150,000 shares during the first quarterly period beginning on the later of June 17, 2024 or the end of the applicable mandatory cooling-off period and ending September 6, 2024, (ii) up to 150,000 shares during the second quarterly period beginning September 9, 2024 and ending December 9, 2024, (iii) up to 150,000 shares during the third quarterly period beginning December 10, 2024 and ending March 10, 2025, and (iv) up to 150,000 shares during the fourth quarterly period beginning March 11, 2025 and ending June 13, 2025. The sales in each quarterly period are subject to limit prices.

(4) Mr. Wolszczak’s trading plan provides for the sale of up to 45,000 shares after the applicable mandatory cooling-off period subject to limit prices.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Christoper A. Tomasso [Member]

Trading Arrangements, by Individual

Name

Christoper A. Tomasso

Title

President and Chief Executive Officer