Insider Trading Arrangements

3 Months Ended

12 Months Ended

Dec. 31, 2023

During the three-months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, 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

Character of Trading Arrangement(1)

Adoption Date

Earliest Sale Date

Expiration Date(2)

Aggregate # of securities to be purchased or sold(3)

K. Christopher Farkas

Vice President and Chief Financial Officer

Adoption

Rule 10b5-1 Trading Arrangement

December 14, 2023

March 14, 2024

September 14, 2024

(4)

Paul J. Ferdenzi

Vice President, General Counsel, and Corporate Secretary

Adoption

Rule 10b5-1 Trading Arrangement

December 13, 2023

March 12, 2024

December 31, 2024

Up to 5000 shares to be sold

1.Except as indicated by footnote, 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.

2.The Rule 10b5-1 trading arrangements permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales, (b) the date listed in the table, or (c) such date the trading arrangement is otherwise terminated according to its terms. The trading arrangements also provide for automatic expiration in the event of death, dissolution, bankruptcy, or insolvency of the adopting person.

3.The volume of sales is based on pricing triggers outlined in the Rule 10b5-1 Trading Arrangement.

4.The aggregate number of shares of common stock to be sold pursuant to Mr. Farkas's Rule 10b5-1 Trading Arrangement include: (a) 100% of the net after-tax shares received upon the vesting of 1,805 time-based restricted stock units on March 18, 2024; and (b) 100% of the net after-tax shares of common stock received upon the vesting of 2,371 performance-based restricted stock units (PSUs), which were granted March 18, 2021. The number of shares granted is at target and the number of shares that will be earned will depend on Company total shareholder return relative to its peer group for the 2021 – 2023 performance period. PSUs may be earned up to 200% of grant. PSUs will be earned as common stock in early 2024. For more information, see the “Compensation Discussion and Analysis” section in our most recent proxy statement, which was filed with the SEC on March 24, 2023. In addition, the actual number of shares that will be released to Mr. Farkas in connection with the PSUs and sold under the Rule 10b5-1 Trading Arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable.

Each of the 10b5-1 Trading Arrangements in the above table included a representation from the officer to the broker administering the plan that such individual (i) was not in possession of any material nonpublic information regarding the Company or the securities subject to the plan and (ii) the plan was entered into good faith and not as part of a plan or scheme to evade securities law. A similar representation was made to the Company in connection with the adoption of the plan. Those representations were made as of the date of adoption of the 10b5-1 plan and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the officer was unaware, or with respect to any material nonpublic information acquired by the officer or the Company after the date of the representation. Actual sale transactions will be disclosed publicly through Form 144 and Form 4 filings with the SEC, as required.

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

K. Christopher Farkas [Member]

Trading Arrangements, by Individual

Name

K. Christopher Farkas