Insider Trading Arrangements |
3 Months Ended |
|---|---|
|
Jun. 30, 2026
shares
| |
| Trading Arrangements, by Individual | |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
| Neil Kumar [Member] | |
| Trading Arrangements, by Individual | |
| Material Terms of Trading Arrangement | On May 13, 2026, Neil Kumar, our Chief Executive Officer and a member of our Board of Directors, adopted a trading plan (the “Kumar Trading Plan”) intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Kumar Trading Plan provides for the potential sale of (i) a number of shares of our common stock to be determined based on the net shares resulting from the vesting of restricted stock units and performance stock units held by Dr. Kumar, representing 100% of the net shares vested under each applicable grant, and (ii) up to 120,000 shares of our common stock held by the Kumar Haldea Family Irrevocable Trust, of which Dr. Kumar is a trustee. Dr. Kumar and the Kumar Haldea Family Irrevocable Trust are not permitted to transfer, sell or otherwise dispose of any shares under the Kumar Trading Plan until the Earliest Sell Date, which is the later of (i) the 91st day after the adoption date of the Kumar Trading Plan; or (ii) the earlier of: (a) the third business day following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which the Kumar Trading Plan is adopted; or (b) the 121st day after the adoption date. The Kumar Trading Plan is expected to remain in effect until the earlier of (a) July 30, 2027; (b) the first date on which all trades have been executed or all trading orders relating to such trades set forth in Part II of the Kumar Trading Plan have expired; (c) as soon as practicable following the date on which Dr. Kumar gives written notice to Morgan Stanley Smith Barney LLC (“MSSB”) to terminate the Kumar Trading Plan; (d) as soon as practicable following the date on which MSSB receives written notice of a termination of an additional contract, instruction or plan that is being treated as a single “plan” with the Kumar Trading Plan (or MSSB receives written notice of a modification of such additional contract, instruction or plan and the requirements for a modification of the Kumar Trading Plan are not or cannot be satisfied); (e) as soon as practicable following the date on which MSSB receives written notice of a legal, regulatory or contractual restriction applicable to the Company or to Dr. Kumar that would result in a modification or change to the amount, price or timing of the sale of shares under the Kumar Trading Plan but the requirements for a modification of the Kumar Trading Plan are not or cannot be satisfied; and (f) as soon as practicable following the date on which MSSB receives notice of certain events, including the public announcement of a tender or exchange offer with respect to the Company’s common stock or that the Company is the target of a merger, acquisition, reorganization, recapitalization or comparable transaction as a result of which the Company’s common stock will be converted into shares of another company, or the commencement of bankruptcy or insolvency proceeding with respect to the Company.
|
| Name | Neil Kumar |
| Title | Chief Executive Officer and a member of our Board of Directors |
| Rule 10b5-1 Arrangement Adopted | true |
| Adoption Date | May 13, 2026 |
| Expiration Date | July 30, 2027 |
| Arrangement Duration | 443 days |
| Aggregate Available | 120,000 |