Insider Trading Arrangements

3 Months Ended

12 Months Ended

Dec. 31, 2024

The following table describes contracts, instructions, or written plans for the purchase or sale of the Company’s common stock intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each, a “Rule 10b5-1 Plan”) entered into or terminated during the quarter ended December 31, 2024 by our directors and officers (as defined under Rule 16b-1(f) of the Exchange Act). There were no non-Rule 10b5-1 trading arrangements entered into or terminated by our directors and officers during the quarter ended December 31, 2024.


Name and Title of Director or Officer	Date of Adoption of Agreement	Expiration Date of Agreement1	Aggregate Number of Securities to be Purchased or Sold
Donna M. Long SVP, Chief Information Officer	November 19, 2024	December 31, 2025	13,2202
Jeffrey L. Darby SVP, Sales and Marketing	December 5, 2024	June 30, 2025	11,6463
Steven L. Berman4 Non-Executive Chairman of the Board	December 13, 2024	March 16, 2026	540,000

1 Each Rule 10b5-1 Plan expires upon the date shown or, if earlier, upon completion of all authorized transactions under such plan.

2 Plan includes (i) the sale of up to 10,263 shares of the Company’s common stock , (ii) the sale of up to 2,150 shares of the Company’s common stock upon the vesting of time-based restricted stock units (“RSUs”) and (iii) the acquisition of up to 807 shares of common stock upon the exercise of up to 807 vested stock options . The actual number of shares sold may be less based on tax withholdings.

3 Plan includes (i) the sale of up to 4,540 shares of the Company’s common stock upon the vesting of time-based RSUs, (ii) the sale of up 1,369 shares of the Company’s common stock upon the vesting of performance-based restricted stock units (“PRSUs”),and (iii) the potential exercise of vested stock options and the associated sale of up to 5,737 shares of the Company’s common stock. The number of shares included assumes that the PRSU vests at 100% of the target award amount. The actual number of PRSUs that may vest can vary between 0% - 200% of the target award of PRSUs, subject to the achievement of certain performance conditions as set forth in the PRSU award agreement, less shares to be withheld for tax withholding obligations. The actual number of shares sold may vary based on tax withholdings and performance and vesting conditions of the awards.

4 Plan covers shares of the Company’s common stock owned (i) by certain family trusts for which Mr. Berman serves as co-trustee, and (ii) by certain family trusts for the benefit of Mr. Berman’s children. Plan does not include shares owned directly by Mr. Berman.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Donna M. Long [Member]

Trading Arrangements, by Individual

Name

Donna M. Long

Title

SVP, Chief Information Officer