Run: Insider Trading Policy

This policy establishes requirements to prevent insider trading, unlawful tipping, and misuse of material non-public information (MNPI). It is intended to protect the company, its shareholders, and covered persons by setting clear rules for trading windows, blackout periods, pre-clearance, and reporting obligations.

This policy applies to all covered persons, including employees, officers, directors, contractors, consultants, temporary workers, and any other person designated by the company. It applies to trading in company securities and, where applicable, securities of other companies when a covered person possesses MNPI about those companies through business relationships, transactions, or other access. **California employees:** Nothing in this policy is intended to restrict protected concerted activity under the NLRA or rights under applicable California law. Any disciplinary action will be administered consistently with applicable wage-and-hour, leave, and anti-discrimination laws.

Key terms used in this policy are defined below. If a term is not defined here, it should be interpreted consistently with applicable securities laws and company guidance. - **Material Non-Public Information (MNPI):** Information that is not public and that a reasonable investor would consider important. - **Covered Person:** A person subject to this policy. - **Trading Window:** A period when trading may be permitted, subject to pre-clearance and other restrictions. - **Blackout Period:** A period when trading is prohibited. - **Pre-Clearance:** Prior approval required before a transaction in company securities. - **Tipping:** Providing MNPI to another person who may trade on it or pass it along. - **Derivative Security:** Any option, warrant, swap, or similar instrument tied to company securities. - **Hedging Transaction:** Any transaction designed to offset or reduce market risk in company securities.

Covered persons must not trade, recommend trading, or otherwise transact in company securities while aware of MNPI. Covered persons must not tip MNPI to any other person, including family members, friends, household members, or business associates, and must not encourage others to trade based on MNPI. The company may establish blackout periods, trading windows, and event-specific restrictions. Covered persons may be required to obtain pre-clearance before any transaction involving company securities, including open-market purchases, sales, gifts, pledges, margin transactions, derivative transactions, and any transaction that could create an appearance of impropriety. Covered persons must comply with all applicable securities laws, exchange rules, and company procedures, including any restrictions imposed by the Legal or Compliance Department.

1. **Identify MNPI:** If you receive or learn information that could affect an investor's decision, treat it as MNPI until Legal or Compliance confirms otherwise. 2. **Check Trading Status:** Before trading company securities, confirm that you are within an open trading window and not subject to a blackout period or event-specific restriction. 3. **Request Pre-Clearance:** Submit a pre-clearance request to the designated approver with the type of transaction, number of shares, expected timing, and any broker or account details required by the company. 4. **Wait for Approval:** Do not place orders or instruct a broker until written approval is received. Approval may be revoked if circumstances change. 5. **Complete the Transaction:** Execute the approved transaction only within the approved time period and in the approved manner. 6. **Report Required Transactions:** Submit any required post-transaction confirmations or reports within the timeframe specified by the company. 7. **Escalate Questions:** If you are unsure whether information is MNPI or whether a transaction is permitted, contact Legal or Compliance before acting.

**Covered Persons** must comply with this policy, complete required training, and promptly report potential violations. **Managers** must not pressure employees to share confidential information and must escalate potential MNPI issues to Legal or Compliance. **Legal / Compliance** is responsible for administering trading windows, reviewing pre-clearance requests, maintaining insider lists where required, and determining whether information is MNPI. **HR** supports training, acknowledgements, and disciplinary administration consistent with company procedures and applicable law. **Finance / Investor Relations** must coordinate with Legal / Compliance on earnings releases, quiet periods, and other events that may require blackout periods.

Violations of this policy may result in disciplinary action, up to and including termination of employment or engagement, subject to applicable law and any required investigation. The company may also refer matters to regulators or law enforcement where appropriate. Covered persons must promptly report suspected violations, accidental disclosures, or potential tipping incidents to Legal, Compliance, HR, or the designated reporting channel. Reports will be handled in good faith and, where applicable, consistent with whistleblower protections. **California employees:** Any investigation or discipline will be conducted in a manner consistent with California labor and privacy requirements. **All employees:** This policy will be applied consistently with EEOC nondiscrimination requirements, FLSA classification and overtime rules, FMLA leave rights, ADA reasonable accommodation obligations, and NLRA Section 7 rights.

Any exception to this policy must be approved in writing by Legal or Compliance and, where appropriate, the General Counsel or designated executive. Exceptions must be documented with the business rationale, scope, duration, and any conditions or monitoring requirements. No exception may authorize trading while in possession of MNPI or otherwise violate applicable securities laws.

This policy will be reviewed at least annually and updated as needed to reflect changes in law, exchange rules, company structure, or business operations. Revisions must be approved by Legal, Compliance, and the appropriate executive sponsor before publication.