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Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

During the first quarter of 2024, Adam Cutler, our Chief Financial Officer, and Caroline Loew, our Chief Executive Officer, each entered into a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act). These sell-to-cover arrangements, which were adopted on January 12, 2024

and March 27, 2024, respectively, apply to restricted stock units (“RSUs”), whether vesting is based on the passage of time and/or the achievement of performance goals, granted on December 14, 2023 and March 1, 2024, and any RSUs that may be granted from time to time thereafter (other than those which by their terms require us to withhold shares for tax withholding obligations in connection with vesting and settlement). These arrangements provide for the automatic sale of ordinary shares that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation. The number of ordinary shares that will be sold under these arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of our ordinary shares at the time of settlement and the potential future grant of additional RSUs subject to this arrangement.

None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the first quarter of 2024.
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Adam Cutler  
Trading Arrangements, by Individual  
Name Adam Cutler
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date January 12, 2024
Caroline Loew  
Trading Arrangements, by Individual  
Name Caroline Loew
Title Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date March 27, 2024