Insider Trading Arrangements |
3 Months Ended |
|---|---|
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Sep. 30, 2026
shares
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| Trading Arrangements, by Individual | |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
| Charles Homcy [Member] | |
| Trading Arrangements, by Individual | |
| Material Terms of Trading Arrangement | On September 4, 2026, Charles Homcy, our Chairman of Pharmaceuticals and Lead Director on our Board of Directors, adopted a trading plan (the “Homcy Trading Plan”) intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Homcy Trading Plan provides for the potential sale of an aggregate of 120,000 shares of our common stock underlying the stock options held by Dr. Homcy. Dr. Homcy is not permitted to transfer, sell or otherwise dispose of any shares under the Homcy Trading Plan until the Earliest Sell Date, which is the later of (i) the 91st day after the adoption date of the Homcy 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 Homcy Trading Plan is adopted; or (b) the 121st day after the adoption date. The Homcy Trading Plan is expected to remain in effect until the earlier of (a) September 4, 2027; (b) the first date on which all trades have been executed or all trading orders relating to such trades set forth in Addendum A to the Homcy Trading Plan have expired; (c) as soon as practicable following the date on which Dr. Homcy gives written notice to Morgan Stanley Smith Barney LLC (“MSSB”) to terminate the Homcy 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 Homcy 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 Homcy 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. Homcy that would result in a modification or change to the amount, price or timing of the sale of shares under the Homcy Trading Plan but the requirements for a modification of the Homcy 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.
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| Name | Charles Homcy |
| Title | Chairman of Pharmaceuticals and Lead Director on our Board of Directors |
| Rule 10b5-1 Arrangement Adopted | true |
| Adoption Date | September 4, 2026 |
| Expiration Date | September 4, 2027 |
| Arrangement Duration | 365 days |
| Aggregate Available | 120,000 |