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

Item 5. Other Information.

Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K), except as described below.

 

 

 

 

 

 

Trading Arrangement

 

 

 

 

Director/Officer Name

 

Title

 

Date of Adoption/Termination/
Modification

 

Rule 10b5-1(1)

 

Non-Rule 10b5-1

 

Scheduled Expiration Date of Rule 10b5-1 Trading Plan(2)

 

Aggregate Number of Securities to Be Purchased or Sold

Bret T. Jardine

 

Chief Legal Officer & Corporate Secretary

 

Adopted May 20, 2026

 

X

 

 

 

May 19, 2027

 

Sale of up to 25,000 shares of common stock in one transaction

 

(1)
Intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2)
A trading plan may also expire on such earlier date that all transactions under the trading plan are completed. The Rule 10b5-1 Plan presented in the table above terminated on June 1, 2026 (prior to the expiration of its “cooling period”) pursuant to its terms when all shares of common stock covered by such plan were sold pursuant to the then current previously reported Rule 10b5-1 Plan, which would have otherwise expired on August 7, 2026.

 

 

In addition, we inadvertently omitted the below disclosure from Part II, Item 9B in the 2025 Annual Report, regarding an amendment to the number of shares to be sold under the previously reported Rule 10b5-1 Plan, originally adopted by Mr. Clark on June 12, 2025.

 

 

 

 

 

 

 

Trading Arrangement

 

 

 

 

Director/Officer Name

 

Title

 

Date of Adoption/Termination/
Modification

 

Rule 10b5-1(1)

 

Non-Rule 10b5-1

 

Scheduled Expiration Date of Rule 10b5-1 Trading Plan(2)

 

Aggregate Number of Securities to Be Purchased or Sold

James L. Clark

 

Director

 

Modified November 26, 2025

 

X

 

 

 

June 8, 2026

 

Sale of up to 4,921 shares of common stock in one transaction

 

(1)
Intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2)
A trading plan may also expire on such earlier date that all transactions under the trading plan are completed.
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
Rule 10b5-1 Arrangement Modified false
Non-Rule 10b5-1 Arrangement Modified false
James L. Clark  
Trading Arrangements, by Individual  
Name James L. Clark
Title Director
Expiration Date June 8, 2026 [1]
Aggregate Available 4,921
Rule 10b5-1 Arrangement Modified true [2]
Modification Date November 26, 2025
Bret T. Jardine  
Trading Arrangements, by Individual  
Name Bret T. Jardine
Title Chief Legal Officer & Corporate Secretary
Rule 10b5-1 Arrangement Adopted true [2]
Adoption Date May 20, 2026
Expiration Date May 19, 2027 [1]
Aggregate Available 25,000
[1] A trading plan may also expire on such earlier date that all transactions under the trading plan are completed. The Rule 10b5-1 Plan presented in the table above terminated on June 1, 2026 (prior to the expiration of its “cooling period”) pursuant to its terms when all shares of common stock covered by such plan were sold pursuant to the then current previously reported Rule 10b5-1 Plan, which would have otherwise expired on August 7, 2026.

 

 

In addition, we inadvertently omitted the below disclosure from Part II, Item 9B in the 2025 Annual Report, regarding an amendment to the number of shares to be sold under the previously reported Rule 10b5-1 Plan, originally adopted by Mr. Clark on June 12, 2025.

 

 

 

 

 

 

 

Trading Arrangement

 

 

 

 

Director/Officer Name

 

Title

 

Date of Adoption/Termination/
Modification

 

Rule 10b5-1(1)

 

Non-Rule 10b5-1

 

Scheduled Expiration Date of Rule 10b5-1 Trading Plan(2)

 

Aggregate Number of Securities to Be Purchased or Sold

James L. Clark

 

Director

 

Modified November 26, 2025

 

X

 

 

 

June 8, 2026

 

Sale of up to 4,921 shares of common stock in one transaction

 

(1)
Intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2)
A trading plan may also expire on such earlier date that all transactions under the trading plan are completed.
[2] Intended to satisfy the affirmative defense of Rule 10b5-1(c).