Insider Trading Arrangements

3 Months Ended

Jun. 30, 2023

ITEM 5. OTHER INFORMATION

Director and Officer Trading Arrangements:

A significant portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or our other securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors and officers during the quarter covered by this report that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”):


Name and Title	Date of Adoption	Duration of Rule 10b5-1 Trading Arrangement	Aggregate Number of Securities to Be Purchased or Sold
Liam Griffin, Chairman, CEO and President	May 18, 2023	Until November 9, 2023, or such earlier date upon which all transactions are completed or expire without execution	Sale of up to 13,211 stock options
Robert Terry, Senior Vice President and General Counsel	May 26, 2023	Until May 30, 2024, or such earlier date upon which all transactions are completed or expire without execution	Sale of up to 7,613 shares
Reza Kasnavi, Senior Vice President, Technology and Manufacturing	May 30, 2023	Until December 29, 2023, or such earlier date upon which all transactions are completed or expire without execution	Sale of up to 10,062 shares

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 quarterly period covered by this report.

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Liam Griffin [Member]

Trading Arrangements, by Individual

Name

Liam Griffin