EXHIBIT 19.1

CALUMET, INC.

Insider Trading Policy

(Dated July 10, 2024)

ThisInsiderTradingPolicy (the “Policy”) providesguidelinestoemployees,officersanddirectorsof Calumet, Inc. (the “Company”) with respect to transactions in the Company’s securities. You should read this Policy carefully, ask questions of the Company’s General Counsel, if you have any, and promptly sign and return the attached Certification acknowledging receipt hereof to:

Calumet, Inc.

2780 Waterfront Pkwy E. Drive, Suite 200

Indianapolis, Indiana 46214

Attention: Greg Morical

(317) 328-5660

I. Applicability of Policy

ThisPolicyappliestoalltransactionsintheCompany’ssecurities,includingshares of common stock, options for shares and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as wellastoderivativesecuritiesrelatingtotheCompany’scommon stock,whetherornotissuedbythe Company, such as exchange-traded options. This Policy applies to (1) all officers of the Company and all members of the Company’s Board of Directors (the “Board”); (2) all employees of the Company and its subsidiaries; and (3) with respect to any such director, officer or employee,any(a)partnershipinwhichheorsheisageneralpartner,(b)trustorestatetowhich he or she is a trustee or executor, (c) other equivalent legal entity he or she controls (such entities in (a), (b) and (c), “Controlled Entities”), and (d) family members who reside with such director, officer or employee (including a spouse, a child, stepchildren, grandchildren, parents,stepparents,grandparents,siblingsandin-laws),andanyfamilymemberswhodonot livein his orher household but whosetransactions in theCompany’s securities are directed or approved by such director, officer or employee(collectively referred to as “Family Members”).The Company may also determine that other persons should be subject to this Policy,suchascontractorsorconsultantswhohaveaccesstoMaterialNonpublicInformation (as defined in Section VIII below). ThepeopleandentitiestowhichthisPolicyappliesaresometimesreferred to in this Policy as “Insiders.”

TheCompanyreserves theright toamendor rescindthis Policyoranyportionofit at anytimeandtoadoptdifferentpoliciesandproceduresatanytime.ThisPolicymustbestrictly followed.

II. Introduction

It is generally illegal for any person, either personally or on behalf of others, to trade in securities on the basis of Material Nonpublic Information. It is also generally illegal to communicate(or“tip”)MaterialNonpublicInformationtootherswhomaytradeinsecurities onthebasisofthat information. These illegal activities are commonly referred to as “Insider Trading.”

III. Statement of General Policy

ThisPolicyprohibitsyoufromtradingortippingotherswhomaytradeinthesecurities of theCompany when you knowMaterial Nonpublic Information about the Company. You are also prohibited from trading or tipping others who may trade in the securities of another companyifyoulearnMaterialNonpublicInformationinconnection with your employment or position at the Company that reasonably could be considered relevant to an investment decision in theothercompany. In addition, it is the policy of the Company that no director, officer or other employee of the Company (or any other person designated as subject to this Policy) who, in the course of working for the Company, learns of Material Nonpublic Information about a company (1) with which the Company does business, such as the Company’s distributors, vendors, customers and suppliers, or (2) that is involved in a potential transaction or business relationship with Company, may engage in transactions in that company’s securities until the information becomes public or is no longer material.

IV. Specific Policies

A. Trading on Material Nonpublic Information

No director, officer or employee of the Company, nor any Family Member or ControlledEntity,shallengageinanytransactioninvolvingtheCompany’ssecuritieswhen he or she possesses Material Nonpublic Information concerning the Company, and ending at the beginning of the third Trading Day (as defined below) following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. For purposes of this Policy, references to “trading” or “transactions” involving the Company’s securities include purchases and sales of the Company’s securities in public markets; sales oftheCompany’ssecuritiesobtainedthroughtheexerciseofstockoptionsgrantedunderthe Company’s Amended and Restated Long-Term Incentive Plan (the “LTIP”), including broker-assisted cashless exercises; the exercise of stock options granted under the Company’s LTIP, unless the exercise is for cash or net share settlement (although that still requires pre-clearance, if applicable); making gifts of the Company’s securities (including charitable donations); and using the Company’s securities to secure a loan.As used herein, the term “Trading Day” shall mean a day on which the Nasdaq Stock Market is open for trading. A TradingDaybeginsatthetimetradingbeginson suchday.Ifan Insideris awareofMaterial Nonpublic Information when his or her employment or service relationship with the Company terminates, the Insider may not trade in the Company’s securities until that information has become public or is no longer material.

B. Tipping

No Insider shall disclose or tip, either directly or indirectly, Material Nonpublic Informationtoanyotherpersonwheresuchinformationmaybeusedbysuchpersontohisor her profit by tradinginthesecuritiesofcompaniestowhichsuchinformationrelates,norshall suchInsidermake recommendations, either directly or indirectly, or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities.This policy against “tipping” applies to information about the Company and its securities, as well as to information about other companies.

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C. Confidentiality of Nonpublic Information

AllnonpublicinformationrelatingtotheCompanyisthepropertyoftheCompanyand theunauthorizeddisclosureofsuchinformationisforbidden.Intheeventanydirector,officer or employeeoftheCompanyreceivesanyinquiryfromoutsidetheCompany, suchasastock analyst,forinformation(particularlyfinancialresultsand/orprojections)thatmaybeMaterial Nonpublic Information, the inquiry should be referred to the Company’s Chief Financial Officer, who is responsibleforcoordinatingandoverseeingthereleaseofsuchinformationto theinvestingpublic, analysts and others in compliance with applicable laws and regulations.

V. Potential Criminal and Civil Liability and/or Disciplinary Action

A. Liability for Insider Trading

Insiders may be subject to penalties ofup to $5,000,000 and up to 20 years in jail forengagingintransactionsintheCompany’ssecuritiesatatimewhentheyhaveknowledge of Material Nonpublic Information regarding the Company.

B. Liability for Tipping

Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Nonpublic Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. The Securities andExchangeCommission(the“SEC”)hasimposedlargepenaltiesevenwhenthedisclosing person did not profit from the trading. The SEC, the stock exchanges and the National Association of Securities Dealers,Inc.usesophisticatedelectronicsurveillancetechniques touncoverInsiderTrading.

C. Possible Disciplinary Actions

EmployeesoftheCompanywhoviolatethisPolicyshallalsobesubjecttodisciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment.

VI. Trading Guidelines and Requirements

A. Blackout Period and Trading Window

Alldirectors,officersandcertainotheremployeesidentifiedbytheCompanyandwho have been notified that they have been so identified (as well as respective Family Members and Controlled Entities of such persons) are prohibited from trading during any period other thanoneofthefour“tradingwindows”duringeachfiscalyear.Eachtradingwindowstartson the thirdTrading DayaftertheCompanyissuesitspressreleaseforannualorquarterlyfinancial results and remains open until the end of the day on the 14th calendar day prior to the end of each quarter. For example, if the Company releases its first quarter financial results prior to the opening of trading on the Nasdaq Stock Market on May 2nd, the trading window opens andyoumaystarttradingonMay4th.Youmaycontinuetomakeotherwiseauthorizedtrades up to and including June 16th in

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the example. Continuing with the example, the “blackout period”wouldbeginonJune17thandcontinueuntilthethirdTradingDayaftertheCompany issues its press release announcing quarterly financial results.

Theprohibitionagainsttradingduringtheblackoutperiodencompassesthefulfillment of“limitorders”byanybrokerforadirector,officerorotheridentifiedperson,andthebrokers with whom any such limit order is placed must be so instructed at the time it is placed.

Fromtimetotime,theCompanymayalsoprohibitdirectors,officersandcertainother identified persons from trading securities of the Company because of developments known tothe Company and not yet disclosed to the public. In such event, such persons may not engageinanytransactioninvolvingthepurchaseorsaleoftheCompany’ssecuritiesduring such period and should not disclose to others the fact of such suspension of trading.

It should be noted that even during the trading window, any person possessing Material Nonpublic Information concerning the Company should not engage in any transactionsintheCompany’ssecuritiesuntilsuchinformationhasbeenknownpublicly foratleasttwoTradingDays,whetherornottheCompanyhasrecommendedasuspension oftradingtothatperson.TradingintheCompany’ssecuritiesduringthetradingwindow shouldnotbeconsidereda“safeharbor,”andalldirectors,officersandotherpersonsshould use good judgment at all times.

B. Preclearance of Trades

TheCompanyhasdeterminedthatallofficersanddirectorsoftheCompanyandcertainother personsidentifiedbythe Companyfrom timetotime (as well as respective Family Members and Controlled Entities of such persons) must refrain from trading in the Company’s securities, even during the trading window, without first complying with the Company’s “preclearance” process. Each such person should contact the Company’s General Counsel prior to commencing any trade in the Company’s securities. The General Counsel will consult as necessary with senior management of the Company before clearing any proposed trade.

AllrequestsmustbesubmittedtotheGeneral Counselpriorto theproposedtransaction.The General Counsel will thendeterminewhetherthe transactionmayproceed. This preclearance policyapplieseveniftheindividualisinitiatingatransactionwhileatradingwindowisopen.

If a transaction is approved under the preclearance policy, the transaction must be executed that day or the next Trading Day after the approval is obtained, but regardless may not be executedifyouacquireMaterialNonpublicInformationconcerningtheCompanyduringthat time.If a transaction is not completed within the period described above, the transaction must be approved again before it may be executed.

Ifaproposedtransactionisnotapprovedunderthepreclearancepolicy,youshouldrefrain from initiating any transaction in the Company’s securities, and you should not inform anyone within or outside of the Company of the restriction.

In addition,when arequestforpre-clearance ismade,the requestor shouldcarefullyconsider whether he or she may be aware of any Material Nonpublic Information about the Company, and should describe fully those circumstances to the General Counsel.

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C. Individual Responsibility

Everydirector,officerandemployeehastheindividualresponsibilitytocomplywiththis Policy. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of theMaterialNonpublicInformationandeventhoughtheInsiderbelievesheorshemaysuffer an economic loss or forego anticipated profit by waiting.

VII. Applicability of Policy to Inside Information Regarding Other Companies

This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to other companies, including the Company’s customers, vendors, suppliers,jointventurepartnersorprospectivepartiestoacquisitionsordivestitures(“business partners”), when that information is obtained in the course of employment with, or other services performed on behalf of, the Company. Civil and criminal penalties, and termination of employment may result from trading on inside information regarding the Company’s business partners. All directors, officers and employees should treat Material Nonpublic Information about the Company’s business partners with the same care required with respect to information related directly to the Company.

VIII.Definition of Material Nonpublic Information

A. What information is “Material”?

Itisnotpossibletodefineallcategoriesofmaterialinformation.However,information shouldberegardedas“material”ifthereisareasonablelikelihoodthatitwouldbeconsidered important to an investor in making an investment decision regarding the purchase or sale of the Company’s securities. Information that is likely to affect the price of a company’s securities is almost always material.

While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information may include:

● Unpublishedfinancialresults

● Unpublishedprojectionsoffutureearningsorlosses

● Significantregulatorychangesordevelopments

● Newsofapendingorproposedmerger

● Newsofthedispositionofasubsidiaryorsignificantassets

● Acquisitionsorsignificantcapitalprojects

● Impendingbankruptcyorfinancialliquidityproblems

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● Gainorlossofasubstantialcustomerorsupplier

● Changesindividendpolicy

● Newproductannouncementsofasignificantnature

● Significantproductdefectsormodifications

● Significantpricingchanges

● Newequityordebtofferings

● Significantlitigationexposureduetoactualorthreatenedlitigation

● Majorchangesinseniormanagement

● Significantactualorpotentialcybersecurity incidents

● Majorenvironmental incidents

Theabovelistisforillustrationpurposesonly.Eitherpositiveornegative information may be material.

B. What information is “Nonpublic”?

“Nonpublic information”isinformationthathasnotbeenpreviouslydisclosedtothegeneral public and is otherwise not available to the general public.In order for information to be considered“public,”itmustbewidelydisseminatedinamannermakingitgenerallyavailable to the investing public (e.g., by means of a press release or a widely disseminated statement from a senior officer or a filing with SEC) and the investing public must have had time to absorb the information fully.

IX. Certain Exceptions

For the purposes of the Policy, the Company considers that the exercise (if any) of stockoptionsforcash or as part of net share settlement undertheCompany’sLTIP(butnotthesaleofany shares issued upon such exercise) is exempt from this Policy (although subject to pre-clearance still), since the other party to the transactionisthe Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.

Additionally, this Policy does not apply to the vesting and settlement of restricted stock, restricted stock units or phantom units, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares to satisfy tax withholding requirements upon the vesting and settlement of restricted stock, restricted stock units or phantom units.ThePolicydoesapply,however,toanymarketsaleofsharesissued upon vesting.

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X. Company Transactions

From time to time, the Company may engage in transactions in the Company’s securities. It is the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Board or appropriate committee, if required) when engaging in transactions in the Company’s securities.

XI. Planned Trading Programs

Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934 (the “Exchange Act”)providesanaffirmativedefenseto an allegation that a tradehas been made on the basis of Material Nonpublic Information.Specifically, a purchase or sale will not be deemed to be made on the basis of Material Nonpublic Information and, therefore, will not violatetheinsidertradinglaws,ifthetradeismadepursuanttoatradingplanthatcomplies withtheconditionsinRule10b5-1(a “Rule 10b5-1 Plan”).

Rule10b5-1Plansaredesignedtoprovideflexibilitytothosewhowouldliketoplan securities transactions in advance at a time when they are not aware of Material Nonpublic Information, and then carry out those pre-planned transactions at a later time, even if they later become aware of Material Nonpublic Information after the Rule 10b5-1 Plan is implemented but before the trade is executed.

Accordingly, itwillnotbeaviolationofthisPolicytoexecutetradesin the Company’s securitieswhile youpossessMaterialNonpublic Informationifthetradeis made pursuant to a Rule 10b5-1 Plan that complies with the requirements set forth in “Appendix A: Guidelines for Rule 10b5-1 Plans.”All Rule 10b5-1 Plans are required to be reviewedandapprovedbytheGeneralCounselpriortoimplementinganysuchRule10b5-1 Plan.Inaddition,allamendments,modificationsandterminationsofanexistingRule10b5-1 Plan must be reviewed and approved by the General Counsel prior to effecting any such amendments,modificationsorterminations.Assuch,ifyouwishtoimplementaRule10b5-1 Plan, you must first pre-clear the plan with the General Counsel prior to the entry into the plan.

If you are subject to Section 16 of the Exchange Act (“Section 16”), please note that trading pursuant to a planned trading program is not an exemption from short-swing liabilityunder Section 16.

XII.Additional Information – Directors and Officers

Directors and officers, as defined in Rule 16a-1(f) under the Exchange Act,¹ of the Company must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16. The practical effect of these provisions is that officers and directors who purchase and sell the Company’s securities withinasix-monthperiodmustdisgorgeallprofitstotheCompanywhetherornottheyhad knowledge of any Material Nonpublic Information. Under these provisions, and so long as certainothercriteriaaremet,neitherthereceiptofanoptionpursuanttotheCompany’sLTIP (nor the exercise of that option) nor the receipt of

¹ The Board has made a determination as to which persons constitute “executive officers” for this purpose and has communicated that determination to such executive officers.

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shares under the Company’sLTIP,isdeemed apurchaseunderSection 16; however, the sale of any such shares is a sale under Section 16.Moreover,Section16prohibitsofficersanddirectorsfromevermakingashortsaleofthe Company’ssecurities.Ashortsaleissaleofsecuritiesnotownedbytheselleror,ifowned, notdelivered(a“shortsaleagainstthebox”).Transactionsinputandcalloptionsforthe Company’s securitiesmayinsomeinstancesconstituteashortsaleormayotherwiseresult inliabilityforshort swing profits. All executive officers and directors of the Company must confer with the General Counsel before effecting any such transaction. The Company strongly discourages all such transactions by officers, directors and all other employees.

XIII.SHORT SALES AND HEDGING PROHIBITED

All directors, officers and employees are prohibited from engaginginshortsalesoftheCompany’ssecurities. In addition, all directors, officers and employees may not engage in any hedging transactions in the Company’s securities and may not pledge the Company’s securities or include the Company’s securities in a margin account.

XIV.Inquiries

PleasedirectyourquestionsastoanyofthemattersdiscussedinthisPolicyto theCompany’s General Counsel, Greg Morical.

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Exhibit A

Certification

ToCalumet, Inc.:

I hereby certify that:

1. I have receiveda copyof Calumet, Inc’s Insider Trading Policy (the “Policy”).

2. IhavereadandunderstandthePolicy.

3. IwillcomplywiththepoliciesandproceduressetforthinthePolicy.

4. Iunderstandandagreethat,aslongasIam[a[n]director,officer,oremployee] ofCalumet, Inc.oroneofits direct or indirect subsidiaries or other affiliates, my failure to comply in all respects with Calumet, Inc’s policies, including the Policy, is a legitimate basis for termination for cause of my employment or other relationship with Calumet, Inc.oranydirectorindirectsubsidiaryor other affiliate to which my employment or other relationship now relates or may in the future relate.

(Signature)

(TypeorPrintName)

Date:

This document states a policy of Calumet, Inc. and is not intended to be regarded as the rendering of legal advice.

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APPENDIX A:

Guidelines for Rule 10b5-1 Plans

Rule10b5-1providesanaffirmativedefensefrominsidertradingliabilityunderRule10b-5. In order to be eligible to rely on this defense, a person subject to the Insider Trading Policy (the “Insider Trading Policy”)ofCalumet, Inc. (the “Company”) must enterintoaRule10b5-1tradingplanfortransactionsintheCompany’ssecuritiesthatmeetscertain conditions specified in the rule (a “Rule 10b5-1 Plan”).

Assuch,theCompanypermitsdirectors,officersandemployeesoftheCompanyaswellas such persons’ Family Members and Controlled Entities to enter into Rule 10b5-1 Plans and has adopted the following guidelines regarding the adoption, modification and termination of any such Rule10b5-1Plans.Allreferencesin the guidelines set forth in this Appendix A (“these guidelines”)toyoushouldbereadtoincludeyourFamily Members and Controlled Entities. Capitalized terms used in these guidelines without definition have the meaning set forth in the Insider Trading Policy.

These guidelines are in addition to, and not in lieu of, the requirements and conditions of Rule 10b5-1.The General Counsel of the Company will interpret and administer these guidelines for compliance with the Insider Trading Policy and the requirements below.No personal legal or financial advice is being provided by the Company regarding any Rule 10b5-1 Plan or proposed trades.YouremainultimatelyresponsibleforensuringthatyourRule10b5-1Planandcontemplated transactions fully comply with applicable securities laws.It is recommended that you consult with yourownattorney,broker,orotheradvisorsaboutanycontemplatedRule10b5-1Plan.Notethatif you are a director or Section 16 officer (as defined below), the Company is required to disclose the material terms of your Rule 10b5-1 Plan, other than respect to price, in the Company’s periodicreportforthequarterinwhichtheRule10b5-1Planisadoptedorterminatedormodified (as described below).

1. Pre-Clearance Requirement. The Rule 10b5-1 Plan must be reviewed and approved, first by the broker administering the Rule 10b5-1 Plan, and then by the General Counsel prior to its adoption. If you wish to implement a Rule 10b5-1 Plan, you must pre- clear the plan with the General Counsel prior to the entry into the plan in accordance with the procedures set forth in the Insider Trading Policy and these guidelines; thus it is recommendedthatyoureachouttothebrokeradministeringtheRule10b5-1Planinenough time to meet this deadline.

2. Time of Adoption. Subject to the pre-clearance requirements described above, the Rule10b5-1 Plan must be adopted at a time when:

● YouarenotawareofanyMaterialNonpublic Information;and

● ThetradingwindowsetforthintheInsiderTradingPolicyisopen (if you are subject to the trading windows).

3. Plan Instructions. AnyRule10b5-1Planyouadoptmust either:

● specifytheamount,priceanddateofthesales(orpurchases)ofCompanysecuritiesto be effected;

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● provide a formula, algorithm or computer program for determining when to sell (or purchase)theCompany’ssecurities,thequantity tosell(orpurchase)and theprice;or

● delegatedecision-makingauthoritywithregardtothesetransactionstoabrokerorother agent without any Material Nonpublic Information about the Company or the Company’s securities.

For the avoidance of doubt, you may not subsequently influence how, when, or whether to effect purchases or sales with respect to the securities subject to an approved and adopted Rule 10b5-1 Plan.

4. Signed. TheRule10b5-1 Planmust besigned by you.

5. No Hedging. You may not have entered into or altered a corresponding or hedging transactionorpositionwithrespecttothesecuritiessubjecttotheRule10b5-1Planandmust agree not to enter into any such transaction while the Rule 10b5-1 Plan is in effect.

6. Good Faith Requirements. YoumustenterintotheRule10b5-1Planingoodfaithandnot as part of a plan or scheme to evade the prohibitions of Rule 10b5 under the Exchange Act. YoumustactingoodfaithwithrespecttotheRule10b5-1Planfortheentiretyofitsduration.

7. Certifications for Directors and Officers. If you are a director or officer, as defined in Rule 16a-1(f) under the Exchange Act (“Section 16 officer”), the Rule 10b5-1 Plan must include the following certifications required by Rule 10b5-1(c)(1)(ii)(C): (1) you are not aware of any Material Nonpublic Information about the Company or its securities; and (2) you are adopting the Rule 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act.

8. Cooling Off Periods. The first trade under the Rule 10b5-1 Plan may not occur until the expiration of a cooling-off period as follows:

● If you are a director or Section 16 officer, the later of (1)two business days following the filing of the Form 10-Q or Form 10-K for the completed fiscal quarter in which the Rule10b5-1Planwasadoptedand(2)90calendardaysafteradoptionoftheRule10b5- 1 Plan; provided, however, that therequired cooling-off period shall in no event exceed 120 days.

● IfyouarenotadirectororSection16officer,30daysafteradoptionoftheRule10b5-1 Plan.

9. No Overlapping Rule 10b5-1 Plans. NomorethanoneRule10b5-1Plancanbeeffecting trades at a time (except eligible sell-to-cover taxes Rule 10b5-1 Plans (“Eligible STC Rule 10b5-1 Plans”), as discussed in greater detail later in this section).Notwithstanding the foregoing,two separate Rule10b5-1Plans canbeineffectat thesametime(butnottrading at the same time) so long as:(a) your later-commencing plan does not begin trading until the completion of the cooling-off period (as described in Section 8 above) that would have applied to you if the later-commencing plan was adopted on the date all trades under the earlier-commencingplanarecompletedorexpirewithoutexecutionortheplanisotherwise terminated;and(b)yourlater-commencingplanmeetsallotherconditionssetforthinthese guidelines(includingSections1 through 7and10).

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AnEligibleSTCRule10b5-1PlanisnotsubjecttothelimitationssetforthinthisSection9. AnEligibleSTCRule10b5-1Planisacontract,instruction,orplanthatauthorizesanagent to sell only such securities as are necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock, restricted stock units or stock appreciation rights (but not options), and you do nototherwise exercise control over the timing of such sales.Prior to adoption, an Eligible STC Rule 10b5-1 Plan must meet all other requirements set forth in these guidelines, other than the limitations set forth in Sections 9 and 10.

10. Single Transaction Plans. Other than an eligible STC Rule 10b5-1 Plan as described in Section 9 above, you may not enterinto morethan oneRule 10b5-1 Plan designed to effect the open-market purchase or sale of the total amount of securities as a single transaction during any rolling 12-month period.A single-transaction plan is “designed to effect” the purchase or sale of securities as a single transaction when the terms of the plan would, for practical purposes, directly or indirectly require execution in a single transaction.

11. Modifications and Terminations.

● Modifications/amendments and terminations of an existing Rule 10b5-1 Plan are stronglydiscouragedduetolegalrisks,andcanaffectthevalidityoftradesthathave taken place under the plan prior to such modification/amendment or termination. UnderRule10b5-1andtheseguidelines,anymodification/amendmenttotheamount, price, or timing of the purchase or sale of the securities underlying the Rule 10b5-1 PlanwillbedeemedtobeaterminationofthecurrentRule10b5-1Planandcreation ofanewRule10b5-1Plan.IfyouareconsideringadministerialchangestoyourRule 10b5-1 Plan, such as changing the account information, you should consultwith the General Counsel in advance to confirm that any such change does not constitute an effective termination of your plan.

As such, the modification/amendment of an existing Rule 10b5-1 Plan must be reviewed and approved in advance by the General Counsel in accordance with the pre-clearanceproceduressetforthintheInsiderTradingPolicyandtheseguidelines, and will be subject to all the other requirements set forth in Sections 2 through 10 of these guidelines regarding the adoption of a new Rule 10b5-1 Plan.

● The termination (other than through an amendment or modification) of an existing Rule10b5-1PlanmustbereviewedandapprovedinadvancebytheGeneralCounsel in accordance with pre-clearance procedures set forth in the Insider Trading Policy and these guidelines.Except in limited circumstances, the termination of a Rule 10b5-1 Plan will not be approved unless:

i. You terminate a Rule 10b5-1 Plan at a time when you are not aware of Material Nonpublic Information; and

ii. ThetradingwindowsetforthintheInsiderTradingPolicyisopen (if you are subject to the trading windows).

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