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Insider Trading Arrangements
shares in Thousands
 3 Months Ended
Sep. 30, 2025
shares
Trading Arrangements, by Individual [Table]  
Material Terms of Trading Arrangement

Trading Plans

 

 

On August 15, 19 and 25, 2025, respectively, each of Sammaad Shams, Chief Accounting Officer, Susan Insley, Chief Operating Officer, and Christian Gates, formerly the Company’s Chief Financial Officer, entered into a sales plan intended to constitute a Rule 10b5-1 trading arrangement, for purposes of satisfying the affirmative defense of Rule 10b5-1(c) of the Securities Exchange Act.  Each sales plan applies to previously awarded grants of time-based vesting restricted stock units (“RSUs”) and provides for the automatic sales of a specific percentage of shares following the settlement of vested RSUs in an amount sufficient to satisfy the applicable tax withholding obligation of such executive officer. The sale proceeds will be delivered to the Company in satisfaction of the withholding obligation.  In addition, the sales plan adopted by Mr. Shams provides for the potential sale of the net amount of shares remaining after sales for withholding purposes in the event the market price for Company common stock meets a certain minimum threshold price specified in in the sales plan.  His sales plan also provides for the exercise of vested stock options in the event the market price for Company common stock meets the same minimum threshold.

 

The maximum number of shares that could be sold under Mr. Shams’s plan pursuant to the exercise of stock options is 93,039. The exact number of shares that would be sold for withholding purposes under each of the described plans is unknown as that number will vary based on the market price of Company common stock and other factors.  The expiration dates for each sales plan are September 20, September 30 and September 21, 2026, respectively, for Mr. Shams, Ms. Insley and Mr. Gates. 

 

No other officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted, amended or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the fiscal quarter ended September 30, 2025.
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Sammaad Shams [Member]  
Trading Arrangements, by Individual [Table]  
Name Sammaad Shams
Title Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 15, 2025
Trading Arrangement Expiration Date September 20, 2026
Aggregate Available 93,039
Susan Insley [Member]  
Trading Arrangements, by Individual [Table]  
Name Susan Insley
Title Chief Operating Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 19, 2025
Trading Arrangement Expiration Date September 30, 2026
Christian Gates [Member]  
Trading Arrangements, by Individual [Table]  
Name Christian Gates
Title formerly the Company’s Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 25, 2025
Trading Arrangement Expiration Date September 21, 2026