v3.26.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2026
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, except as described below, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K). The following table summarizes the terms of the Rule 10b5-1 trading arrangements adopted:

Name and Title

Date of Adoption

Duration of the Trading Arrangement

Aggregate Number of Shares to be Sold

Bernard R. Colpitts, Jr.

Senior Vice President, Chief Accounting Officer

August 12, 2026

(1)

(1)

John Donaghey

Executive Vice President, Chief Commercial Officer

August 12, 2026

Until February 22, 2027 or such earlier date upon which all transactions are completed (2)

11,277

Bernard R. Colpitts, Jr.

Senior Vice President, Chief Accounting Officer

August 14, 2026

​

Until May 31, 2027 or such earlier date upon which all transactions are completed (2)

(3)

John Donaghey

Executive Vice President, Chief Commercial Officer

August 18, 2026

(1)

(1)

Elizabeth K. Vonne

Executive Vice President, General Counsel and Secretary

August 18, 2026

(1)

(1)

Stephen D. Kelley

President and Chief Executive Officer

August 19, 2026

(1)

(1)

Paul Oldham

Executive Vice President, Chief Financial Officer

August 21, 2026

(1)

(1)

Stephen D. Kelley

President and Chief Executive Officer

September 11, 2026

Until March 31, 2027 or such earlier date upon which all transactions are completed (2)

50,000

Elizabeth K. Vonne

Executive Vice President, General Counsel and Secretary

September 11, 2026

Until March 31, 2027 or such earlier date upon which all transactions are completed (2)

363

​

(1) At the Company's discretion, executives may be required to satisfy tax withholding obligations through cash payments or sell-to-cover transactions rather than share withholding. This Rule 10b5-1 trading arrangement provides for eligible “sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) only as are necessary to satisfy tax withholding obligations arising from the vesting of restricted stock units and PSUs. The number of shares that will be sold under this Rule 10b5-1 trading arrangement is not currently determinable as the number will vary based on the market price of our common stock and the satisfaction of certain applicable performance goals. The arrangement will remain in effect until the earlier of (a) termination of employment with the Company or (b) execution and delivery of an agreement to terminate.

(2) This Rule 10b5-1 trading arrangement also provides for termination prior to the above-listed expiration date following the occurrence of certain events, such as public announcement of a tender offer, exchange offer, or certain merger and acquisition, reorganization, or recapitalization transactions or the bankruptcy, insolvency, or death of the adopting person.

(3) The aggregate number of shares available for sale under Mr. Colpitts's Rule 10b5-1 trading arrangement is not yet determinable because the trading arrangement relates to shares issuable pursuant to unvested restricted stock units and PSUs, which are subject to tax withholding obligations that arise in connection with the vesting and settlement of such awards and, with respect to PSUs, the satisfaction of certain applicable performance goals.

Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 trading arrangements adopted on August 12, 2026 | Bernard R. Colpitts, Jr.  
Trading Arrangements, by Individual  
Name Bernard R. Colpitts, Jr.
Title Senior Vice President, Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 12, 2026
Rule 10b5-1 trading arrangements adopted on August 12, 2026 | John Donaghey  
Trading Arrangements, by Individual  
Name John Donaghey
Title Executive Vice President, Chief Commercial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 12, 2026
Expiration Date Until February 22, 2027 or such earlier date upon which all transactions are completed
Aggregate Available 11,277
Rule 10b5-1 trading arrangements adopted on August 14, 2026 | Bernard R. Colpitts, Jr.  
Trading Arrangements, by Individual  
Name Bernard R. Colpitts, Jr.
Title Senior Vice President, Chief Accounting Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 14, 2026
Expiration Date Until May 31, 2027 or such earlier date upon which all transactions are completed
Rule 10b5-1 trading arrangements adopted on August 18, 2026 | John Donaghey  
Trading Arrangements, by Individual  
Name John Donaghey
Title Executive Vice President, Chief Commercial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 18, 2026
Rule 10b5-1 trading arrangements adopted on August 18, 2026 | Elizabeth K. Vonne  
Trading Arrangements, by Individual  
Name Elizabeth K. Vonne
Title Executive Vice President, General Counsel and Secretary
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 18, 2026
Rule 10b5-1 trading arrangements adopted on August 19, 2026 | Stephen D. Kelley  
Trading Arrangements, by Individual  
Name Stephen D. Kelley
Title President and Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 19, 2026
Rule 10b5-1 trading arrangements adopted on August 21, 2026 | Paul Oldham  
Trading Arrangements, by Individual  
Name Paul Oldham
Title Executive Vice President, Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 21, 2026
Rule 10b5-1 trading arrangements adopted on September 11, 2026 | Elizabeth K. Vonne  
Trading Arrangements, by Individual  
Name Elizabeth K. Vonne
Title Executive Vice President, General Counsel and Secretary
Rule 10b5-1 Arrangement Adopted true
Adoption Date September 11, 2026
Expiration Date Until March 31, 2027 or such earlier date upon which all transactions are completed
Aggregate Available 363
Rule 10b5-1 trading arrangements adopted on September 11, 2026 | Stephen D. Kelley  
Trading Arrangements, by Individual  
Name Stephen D. Kelley
Title President and Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date September 11, 2026
Expiration Date Until March 31, 2027 or such earlier date upon which all transactions are completed
Aggregate Available 50,000