| Material Terms of Trading Arrangement |
During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below.
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Type of Trading Arrangement |
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Name and Position |
Action |
Adoption/ Termination
Date
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Rule 10b5-1* |
Non-
Rule 10b5-1**
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Total Shares of Class A Common Stock to be Sold |
Expiration Date |
Manish Sarin, Chief Financial Officer |
Adoption |
April 3, 2024 |
X |
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221,877(1)
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March 31, 2025 |
Arunkumar Pattabhiraman, Chief Marketing Officer |
Adoption |
April 11, 2024 |
X |
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171,035(2)
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April 11, 2025 |
Diane K. Adams, Chief Culture and Talent Officer |
Adoption |
April 15, 2024 |
X |
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355,221(3)
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March 31, 2025 |
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. |
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. |
(1) Includes up to 221,877 shares subject to restricted stock units (“RSUs”) previously granted to Mr. Sarin that will vest and be released to Mr. Sarin on or prior to March 15, 2025. The actual number of shares underlying such RSUs that will be released to Mr. Sarin and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not determinable at this time.
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(2) Includes (i) up to 32,624 shares subject to RSUs previously granted to Mr. Pattabhiraman that will vest and be released to Mr. Pattabhiraman on June 15, 2024 that may have been previously sold pursuant to Mr. Pattabhiraman’s Rule 10b5-1 trading arrangement adopted on April 14, 2023, as modified on January 12, 2024, which expires on July 31, 2024, and (ii) up to 138,411 shares subject to RSUs previously granted to Mr. Pattabhiraman that will vest and be released to Mr. Pattabhiraman on or prior to March 15, 2025. The actual number of shares underlying such RSUs that will be released to Mr. Pattabhiraman and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not determinable at this time.
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(3) Includes up to 117,662 shares subject to RSUs previously granted to Ms. Adams that will vest and be released to Ms. Adams on or prior to March 15, 2025. The actual number of shares underlying such RSUs that will be released to Ms. Adams and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not determinable at this time.
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