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

During the three months ended September 30, 2026, two of our officers (as defined in Rule 16a-1(f) under the Exchange Act) and one director entered into a written trading plan for the orderly disposition of the Company’s securities as set forth in the table below:

 

 

 

 

 

 

Type of Trading Arrangement

 

 

 

 

 

 

Name and Position

 

Action

 

Date of Action

 

Rule
10b5-1(1)

 

Non-Rule
10b5-1(2)

 

 

Total Shares of Common Stock to be Sold(3)

 

 

Expiration Date

David Thomson
EVP, General Counsel

 

Adoption

 

August 13, 2026

 

X

 

 

—

 

 

 

412,214

 

 

August 13, 2027

Steven B. Binder
Director

 

Adoption

 

August 13, 2026

 

X

 

 

—

 

 

 

63,786

 

 

September 17, 2027

Chris Prentiss
Chief Financial Officer

 

Adoption

 

September 2, 2026

 

X

 

 

—

 

 

 

50,329

 

 

September 2, 2027

 

(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 David Thomson and Steven B. Binder of short-dated options and performance options exercisable for up to 364,100 and 45,025 shares of common stock, respectively. The remainder of the plans for David Thomson and Steven B Binder, as well as the plan for Chris Prentiss, 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 performance RSU awards (currently assumed to be at 100%). Based on these assumptions, the number of shares of common stock underlying restricted stock unit awards to be sold by David Thomson, Steven B. Binder and Chris Prentiss after tax withholdings are approximately 48,114, 18,761 and 50,329 respectively.
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 13, 2026
Expiration Date August 13, 2027
Aggregate Available 412,214
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 13, 2026
Expiration Date September 17, 2027
Aggregate Available 63,786
Chris Prentiss  
Trading Arrangements, by Individual  
Name Chris Prentiss
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date September 2, 2026
Expiration Date September 2, 2027
Aggregate Available 50,329