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Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2025
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Rule 10b5-1 Trading Arrangement Disclosure

During the three months ended September 30, 2025, three of our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors adopted 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

 

Adoption
Date

 

Rule
10b5-1(1)

 

Non-Rule
10b5-1(2)

 

 

Total Shares of Common Stock to be Sold (3)

 

 

Total Shares of Common Stock
to be Purchased

 

 

Expiration Date

Michael Castagna
Chief Executive Officer

 

Adoption

 

August 8, 2025

 

X

 

 

—

 

 

 

692,665

 

 

 

—

 

 

August 10, 2026

David Thomson
EVP, General Counsel

 

Adoption

 

August 27, 2025

 

X

 

 

—

 

 

 

324,014

 

 

 

—

 

 

August 20, 2026

Steven B. Binder
Director

 

Adoption

 

September 18, 2025

 

X

 

 

—

 

 

 

151,965

 

 

 

—

 

 

September 17, 2026

_________________________

(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 Michael Castagna and David Thomson of short-dated options and performance options exercisable for up to 692,665 and 280,355 shares of common stock, respectively. The remainder of the plan for David Thomson, as well as the plan for Steven B, Binder, 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 and Steven B. Binder after tax withholdings are approximately 43,659 and 151,965, respectively.
Michael Castagna  
Trading Arrangements, by Individual  
Name Michael Castagna
Title Chief Executive Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date August 8, 2025
Expiration Date August 10, 2026
Aggregate Available 692,665
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 27, 2025
Expiration Date August 20, 2026
Aggregate Available 324,014
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 September 18, 2025
Expiration Date September 17, 2026
Aggregate Available 151,965