Insider Trading Arrangements

3 Months Ended

Aug. 27, 2023

During the three months ended August 27, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:

Name and Title

Action

Applicable Date

Duration of Trading Arrangements

Rule 10b5-1 Trading Arrangement?

(Y/N)*

Aggregate Number of Securities Subject to Trading Arrangement

Elizabeth O’Neill

Chief Operations Officer

Terminate(1)

July 21, 2023

February 10, 2023 - February 1, 2024

See footnote(2)

Elizabeth O’Neill

Chief Operations Officer

Adopt(1)

July 21, 2023

July 21, 2023 - February 1, 2024

See footnote(2)

_____________

* Denotes whether the trading plan is intended, when adopted, to satisfy the affirmative defense of Rule 10b5-1(c).

(1)Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written trading arrangement adopted on February 10, 2023 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2)Trading arrangement provides for the sale of 38,975 shares of Class A common stock owned by Ms. O’Neill and shares of Class A common stock that will be received by Ms. O’Neill in connection with the exercise of 130,233 stock appreciation rights (“SARs"). The actual number of shares of our Class A common stock that will be received by Ms. O’Neill in connection with the exercise of the SARs and sold pursuant to the trading arrangement is not yet determinable as (1) it will be based on the difference between the share price of our Class A common stock and the SAR exercise price on the date of exercise and (2) it will be further reduced by shares withheld by the Company to cover the cost of taxes due upon exercise. The trading arrangement is in accordance with our securities trading policy. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules and regulations.

Non-Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Terminated

false

Elizabeth O'Neill July 2023 Plan, One [Member] | Elizabeth O'Neill [Member]

Trading Arrangements, by Individual

Name

Elizabeth O’Neill

Title

Chief Operations Officer

Adoption Date

February 10, 2023