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Insider Trading Arrangements
3 Months Ended 12 Months Ended
Oct. 31, 2024
shares
Oct. 31, 2024
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
None of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report, except as described in the table below:
Name and TitleAction
Date Adopted
Character of Trading Arrangement(1)
Aggregate Number of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement
Expiration Date(2)
Sassine GhaziAdoption 9/30/2024Rule 10b5-1 Trading Arrangement
Up to 34,098 shares to be sold
12/12/2025
President, Chief Executive Officer and Director
Rick MahoneyAdoption 9/13/2024Rule 10b5-1 Trading Arrangement
(3)
1/16/2026
Chief Revenue Officer
(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 (the Rule).
(2)Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
(3)The aggregate number of common stock to be sold pursuant to Mr. Mahoney's Rule 10b5-1 Trading Arrangement includes:
a.30,222 shares of common stock held by Mr. Mahoney;
b.All of net after-tax shares of common stock received upon the payout of 7,344 performance-based restricted stock units (PRSUs), which were earned on December 12, 2023, and thereafter subject to only time-based vesting; and
c.All of net after-tax shares of common stock received upon the payout of 6,348 PRSUs, which were granted in fiscal 2023. The number of shares that will be earned will depend on our performance. See the Compensation Discussion and Analysis in our most recent proxy statement, which was filed on February 16, 2024 for more information (the Proxy Statement). In addition, the actual number of shares that will be released to Mr. Mahoney in connection with the 2023 Annual PRSUs (as defined in the proxy statement) 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
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Sassine Ghazi [Member]    
Trading Arrangements, by Individual    
Name Sassine Ghazi  
Title President, Chief Executive Officer and Director  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 9/30/2024  
Expiration Date 12/12/2025  
Arrangement Duration 438 days  
Aggregate Available 34,098 34,098
Rick Mahoney [Member]    
Trading Arrangements, by Individual    
Name Rick Mahoney  
Title Chief Revenue Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 9/13/2024  
Expiration Date 1/16/2026  
Arrangement Duration 490 days  
Rick Mahoney Trading Arrangement, Common Stock [Member]    
Trading Arrangements, by Individual    
Aggregate Available 30,222 30,222
Rick Mahoney Trading Arrangement, 2022 Performance-Based Restricted Stock Units Payout, Net After-Tax Shares Of Common Stock [Member]    
Trading Arrangements, by Individual    
Aggregate Available 7,344 7,344
Rick Mahoney Trading Arrangement, 2023 Performance-Based Restricted Stock Units Payout, Net After-Tax Shares Of Common Stock [Member]    
Trading Arrangements, by Individual    
Aggregate Available 6,348 6,348