XML 31 R21.htm IDEA: XBRL DOCUMENT v3.26.1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2026
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
During the three months ended June 30, 2026, 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)
Gary A. OgilbySenior Vice President and Corporate ControllerAdoption
Rule 10b5-1 Trading Arrangement
May 28, 2026(4)March 23, 2027(5)

1.Except as indicated by footnote, the 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 arrangement 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.Transactions under the Rule 10b5-1 Trading Arrangement commences no earlier after the later of (a) 91 days after adoption of the Rule 10b5-1 Trading Arrangement, and (2) the third business day following the public disclosure of the Company’s financial results on Form 10-Q for the period ended June 30, 2026.

5.The aggregate number of shares of common stock to be sold pursuant to Mr. Ogilby's Rule 10b5-1 Trading Arrangement includes: (a) 50% of the net after-tax shares received upon the vesting of 3,773 restricted stock units on December 15, 2026, pursuant to a Restricted Stock Unit Agreement between the Company and Mr. Ogilby dated December 16, 2021, (b) 100% of the net after-tax shares received upon the vesting of 295 time-based restricted stock units on March 14, 2027, and (c) up to 100% of the net after-tax shares of common stock received upon the vesting of 392 performance-based restricted stock units (PSUs), which were granted March 18, 2024. The number of PSUs 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 2024 – 2026 performance period. PSUs may be earned up to 200% of grant. PSUs will be earned as common stock in early 2027.

The 10b5-1 Trading Arrangement 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.
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Gary A. Ogilby [Member]  
Trading Arrangements, by Individual  
Name Gary A. Ogilby
Title Senior Vice President and Corporate Controller
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 28, 2026
Expiration Date March 23, 2027
Arrangement Duration 299 days
Gary A. Ogilby, Restricted Stock Units [Member] | Gary A. Ogilby [Member]  
Trading Arrangements, by Individual  
Aggregate Available 3,773
Gary A. Ogilby Trading Arrangement, Time-Based Restricted Stock Units [Member] | Gary A. Ogilby [Member]  
Trading Arrangements, by Individual  
Aggregate Available 295
Gary A. Ogilby Trading Arrangement, Performance-Based Restricted Stock Units [Member] | Gary A. Ogilby [Member]  
Trading Arrangements, by Individual  
Aggregate Available 392