v3.26.1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2026
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Item 5. Other Information.

During the three months ended June 30, 2026, none of our directors or officers, as defined in Rule 16a-1(f), 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 Regulation S-K, Item 408, except as described in the table below:

 

Name

 

Title

 

Action

 

Date

 

Rule 10b5-1*

 

Non Rule 10b5-1**

 

Total Shares to be Sold

 

 

Expiration Date(1)

Edward Kaye

 

Director

 

Adoption

 

5/27/2026

 

X

 

 

 

 

470,874

 

 

05/31/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Act.

**Not intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Act.

(1) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier of (a) the completion of all purchases or sales or (b) the date listed in the table.

Each new Rule 10b5-1 Plan that was adopted in the above table includes a representation from the director or officer, respectively, to the broker administering the plan that such director or officer was not in possession of any material nonpublic information regarding the Company or the securities subject to the Rule 10b5-1 Plan at the time the Rule 10b5-1 Plan was entered into. A similar representation was made to us in connection with the adoption of the Rule 10b5-1 Plan under our insider trading policy. Those representations were made as of the adoption date set forth above, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which such director or officer was unaware, or with respect to any material nonpublic information acquired by such director or officer or passage after the date of the representation.

Once executed, transactions under a Rule 10b5-1 Plan adopted during the period described above will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, we do not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by officers or directors of the Company.

Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Non Rule 10b5-1 Arr Modified Flag false
Rule 10b5-1 Arr Modified Flag false
Edward Kaye  
Trading Arrangements, by Individual  
Name Edward Kaye
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date 5/27/2026
Expiration Date 05/31/2027
Arrangement Duration 370 days
Aggregate Available 470,874