Quarterly report pursuant to Section 13 or 15(d)

Insider Trading Arrangements

v3.23.2
Insider Trading Arrangements
shares in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
shares
Jun. 30, 2023
shares
Trading Arrangements, by Individual    
Rule 10b5-1 Arrangement Adopted true  
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Officer Trading Arrangement [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement   OTHER INFORMATION
Rule 10b5-1 Trading Plans

Securities Trading Plans of Directors and Executive Officers
During the three months ended June 30, 2023, the following executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale of the Company’s securities, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1 of the Exchange Act, referred to as Rule 10b5-1 trading plans.

Name and Title
Date of Adoption of the Rule 10b5-1 Trading Plan
Scheduled Expiration Date of the Rule 10b5-1 Trading Plan
Total Amount of Securities to Be Sold
 Transactions Pursuant to 10b5-1 Trading Plan Early Termination of the Rule 10b5-1 Trading Plan
Jerry E. Gahlhoff, Jr.
Chief Executive Officer and President
June 12, 2023
August 30, 2024
17,000
 Sales to occur on or after September 11, 2023, if certain limit prices are met If all 17,000 shares of Company common stock are sold prior to the scheduled expiration date, the trading plan will terminate on such earlier date
Kenneth D. Krause
Executive Vice President, Chief Financial Officer and Treasurer
March 13, 2023
February 28, 2024
12,000
 Sales occurred on June 12, 2023, once certain limit prices were met Immediately after sales occurred, the trading plan terminated on June 12, 2023
Elizabeth B. Chandler
Vice President, General Counsel and Corporate Secretary
June 13, 2023
June 14, 2024
10,000
 Sales to occur on or after February 21, 2024, if certain limit prices are met If all 10,000 shares of Company common stock are sold prior to the scheduled expiration date, the trading plan will terminate on such earlier date
In addition to the material terms noted in the table, pursuant to each of these trading plans, in accordance with Rule 10b5-1 of the Exchange Act, there is a mandatory waiting period or “cooling-off period” before the transactions contemplated by each trading plan can begin consisting of the later of (i) ninety days after the adoption date of the applicable trading plan or (ii) two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which such plan was adopted. In addition, each trading plan disclosed in this Item 5 includes certain representations made by the applicable officer as to (a) the possession of material, non-public information about the Company; (b) the fact that officer is adopting the plan in good faith and will continue to act in good faith with respect to all transactions contemplated by the plan; and (c) the existence of other trading arrangements pursuant to Rule 10b5-1 currently in effect or scheduled to take effect.
Officer Trading Arrangement [Member] | Jerry E. Gahlhoff, Jr. [Member]    
Trading Arrangements, by Individual    
Name Jerry E. Gahlhoff, Jr.  
Title Chief Executive Officer and President  
Adoption Date June 12, 2023  
Arrangement Duration 445 days  
Aggregate Available 17 17
Officer Trading Arrangement [Member] | Kenneth D. Krause [Member]    
Trading Arrangements, by Individual    
Name Kenneth D. Krause  
Title Executive Vice President, Chief Financial Officer and Treasurer  
Adoption Date March 13, 2023  
Arrangement Duration 352 days  
Aggregate Available 12 12
Officer Trading Arrangement [Member] | Elizabeth B. Chandler [Member]    
Trading Arrangements, by Individual    
Name Elizabeth B. Chandler  
Title Vice President, General Counsel and Corporate Secretary  
Adoption Date June 13, 2023  
Arrangement Duration 1 day  
Aggregate Available 10 10