Insider Trading Arrangements
shares in Thousands

3 Months Ended

6 Months Ended

Feb. 29, 2024

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the quarter ended February 29, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:

Name

Title

Action

Date Adopted

Expiration Date

Aggregate # of Securities to be Purchased/Sold

Dr. Lisa LaVange (1)

Director

Termination

01/11/2023

01/20/2024

5,340

John DiBella (2)

Business Unit President

Termination

01/31/2023

02/27/2024

41,505

Dr. Lisa LaVange (1)

Director

Adoption

02/06/2024

02/08/2025

4,600

Dr. Daniel Wiener (3)

Director

Termination

01/17/2023

02/06/2024

9,874

Dr. Daniel Wiener (3)

Director

Adoption

02/06/2024

02/08/2025

12,000

(1) On January 20, 2024, the pre-arranged stock trading plan pursuant to Rule 10b5-1, adopted by Dr. Lisa LaVange on January 11, 2023, automatically terminated pursuant to its terms. The expired plan provided for (i) the potential exercise of vested stock options and the associated sale of up to 4,000 shares of Company common stock underlying such options, and (ii) the potential sale of up to an additional 1,340 shares of Company common stock until January 20, 2024. On February 6, 2024, Dr. LaVange entered into a new pre-arranged stock trading plan pursuant to Rule 10b5-1, which provides for (i) the potential exercise of vested stock options and the associated sale of up to 1,000 shares of Company common stock underlying such options, and (ii) the potential sale of up to an additional 3,600 shares of Company common stock. The new plan expires on February 8, 2025, or upon the earlier completion of all authorized transactions under the new plan.

(2) On February 27, 2024, the pre-arranged stock trading plan pursuant to Rule 10b5-1, adopted by John DiBella on January 31, 2023, automatically terminated pursuant to its terms. The expired plan provided for the potential sale of up to 41,505 shares of Company common stock until February 27, 2024.

(3) On February 6, 2024, Dr. Daniel Weiner materially amended that pre-arranged stock trading plan pursuant to Rule 10b5-1 adopted by Dr. Weiner on January 17, 2023, resulting in an effective termination of such plan and adoption of a new pre-arranged stock trading plan pursuant to Rule 10b5-1. Prior to the amendment (and effective termination), the plan provided for (i) the potential exercise of vested stock options and the associated sale of up to 6,000 shares of Company common stock underlying such options, and (ii) the potential sale of up to an additional 3,874 shares of Company common stock until January 27, 2025. As amended, the plan provides for (i) the potential exercise of vested stock options and the associated sale of up to 6,000 shares of Company common stock underlying such options, and (ii) the potential sale of up to an additional 6,000 shares of Company common stock. The plan, as amended, expires on February 8, 2025, or upon the earlier completion of all authorized transactions under the plan

The Rule 10b5-1 trading arrangements described above were adopted and precleared in accordance with the Company’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.

Other than those disclosed above, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K.

Non-Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Terminated

false

Dr. Lisa LaVange January 2023 Plan [Member]

Trading Arrangements, by Individual

Name

Dr. Lisa LaVange

Title

Director

Adoption Date

01/11/2023