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Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

During the three months ended September 30, 2024, two of our officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted written trading plans for the orderly disposition of the Company’s securities as set forth in the table below:

 

 

 

 

 

 

 

Type of Trading Arrangement

 

 

 

 

 

 

Name and Position

 

Action

 

Adoption
Date

 

Rule
10b5-1(1)

 

Non-Rule
10b5-1(2)

 

 

Total Shares of Common Stock to be Sold (3)

 

 

Expiration Date

Steven B. Binder
Director

 

Adoption

 

August 16, 2024

 

X

 

 

—

 

 

 

297,075

 

 

August 29, 2025

David Thomson
EVP, General Counsel

 

Adoption

 

August 19, 2024

 

X

 

 

—

 

 

 

188,780

 

 

August 19, 2025

_________________________

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(3) These trading plans include the potential exercise and sale by Steven Binder and David Thomson of short-dated options exercisable for up to 135,075 and 147,780 shares of common stock, respectively. The remainder of each plan is designed to sell a specified percentage of the net shares delivered after tax withholding upon the vesting of restricted stock unit awards held by each individual. The actual number of shares to be sold will depend on state and federal tax rates applicable on the relevant vesting dates (currently assumed to be a combined 34%) as well as the payout, if any, of market RSU awards that will deliver a number of shares determined by the percentile ranking of MannKind total shareholder return ("TSR") over a three-year measurement period relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period (currently assumed to be 100% of target). Based on these assumptions, the number of shares of common stock to be sold by Steven Binder and David Thomson after tax withholdings approximate 162,000 and 41,000, respectively, for total estimated shares of common stock to be sold of up to 297,075 and 188,780, respectively.

Steven B. Binder  
Trading Arrangements, by Individual  
Name Steven B. Binder
Title Director
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date August 16, 2024
Expiration Date August 29, 2025
Arrangement Duration 379 days
Aggregate Available 297,075
David Thomson  
Trading Arrangements, by Individual  
Name David Thomson
Title EVP, General Counsel
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date August 19, 2024
Expiration Date August 19, 2025
Arrangement Duration 366 days
Aggregate Available 188,780