(Amended as of January 2025)

The purchase, sale or gift of Company Securities1 while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in securities issued by the Company is prohibited by the federal securities laws. Insider trading violations are pursued vigorously by the Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice and are punished severely.  While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by Company Personnel.

Traders and Tippers.  Company Personnel (or their tippees) who trade on inside information are subject to the following penalties:

•A civil penalty of up to three times the profit gained or loss avoided;

1 The Company’s securities (collectively referred to in this Statement of Policy as “Company Securities) include the Company’s common and preferred stock, any options to purchase common stock, and any other type of securities that the Company may issue, including convertible securities and warrants, debt securities such as debentures, bonds and notes, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options and swaps relating to the Company’s securities.

•Disgorgement of all ill-gotten gains plus interest;

•A criminal fine of up to $5,000,000 (no matter how small the profit); and

•A jail term of up to twenty years.

Control Persons.  Certain Company Personnel, if they fail to take appropriate steps to prevent illegal insider trading, are subject to the following penalties:

•A civil penalty of up to $1,000,000 or, if greater, three times the profit gain or loss avoided because of the person’s violation; and

•A criminal penalty of up to $25,000,000.

Company-Imposed Sanctions.  A Company Personnel’s failure to comply with this Statement of Policy may subject the Company Personnel to Company-imposed sanctions, including dismissal for cause, whether or not the Company Personnel’s failure to comply results in a violation of law.  A violation of law, or even an SEC investigation that does not result in prosecution, can tarnish one's reputation and irreparably damage a career.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from the policy.  The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company's reputation for adhering to the highest standards of conduct. 

Disclosure Of Information To Others.  The Company is required under Regulation FD of the federal securities laws to avoid the selective disclosure of material nonpublic information.  The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release.  You may not, therefore, disclose information to anyone outside the Company, including family members and friends, other than in accordance with those procedures.  You also may not discuss the Company or its business in an internet “chat room,” or similar internet-based forum. 

Material Information.  There is no bright line test for determining whether particular information is material. Such a determination depends on the facts and circumstances unique to each situation and cannot be made, for example, solely based on the potential financial impact of the information. Material information is generally any information that (a) a reasonable investor would consider important in

•Projections of future earnings or losses, or other earnings guidance;

•Earnings that are inconsistent with the consensus expectations of the investment community;

•A pending or proposed merger, acquisition or tender offer, joint venture, or other strategic plans;

•A pending or proposed acquisition or disposition of a significant asset;

•New investments or financings or developments regarding investments or financings;

•Events regarding the Company’s securities (such as defaults on senior securities, calls of securities for redemption, repurchase plans, tender offers, stock splits or changes in dividends, changes to the rights of securityholders, public or private sales of additional securities, recapitalizations, or information related to any additional funding);

•A change in management or change in control;

•Change in business strategy or development of a significant new product or process;

•Impending bankruptcy or the existence of severe liquidity problems;

•The gain or loss of a significant customer, supplier or business partner;

•Execution or termination of significant contracts;

•Loan defaults, asset write-down or write-offs, additions to reserves for bad debts or contingent liabilities or unusual financing activities;

•The occurrence of, or important developments in, major disputes, including labor disputes, claims or significant litigation;

•The occurrence of, or important developments in, criminal, civil and government investigations and indictments;

•The contents of forthcoming publications that may affect the market price of Company Securities;

•Regulatory approvals or changes in regulations and any analysis of how they affect the Company ; and

•Significant breaches of information technology systems or other events impacting cybersecurity.

Twenty-Twenty Hindsight.  Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight.  As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight. 

When Information is “Public”.  If you are aware of material nonpublic information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release or an SEC filing) and the investing public has had time to absorb the information fully.  You should not assume that

Transactions by Family Members.  This Statement of Policy also applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in Company Securities).  This Statement of Policy also applies to trusts or corporations directly or indirectly controlled by your or your family members. You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in securities covered by this Statement of Policy.

(i)Pre-Clearance of a Trade is Required Even if Trading During an Open Trading Window

Requests for trades are more likely to be approved during the following “trading window” periods. A trading window commences on the second business day following the filing of the Company’s Form 10-K or release of the Company’s quarterly earnings announcements and ends on the 20th day of the last month of the quarter (i.e. March 20th, June 20th, September 20th and December 20th).

(ii)Gifting of Company Securities

(iii)Rule 10b5-1 Trading Plans

(a)General Information.

(b)Specific Requirements.

(i)Pre-Approval: If you wish to establish a trading plan under Rule 10b5-1, you must first pre-clear the plan with the Chief Legal Officer. If a Chief Legal Officer has not been appointed or is unavailable to respond on a timely basis, the collective approval of the Chief Executive Officer and an Associate General Counsel is required. As required by Rule 10b5-1, you may enter a trading plan only when you are not in possession of material nonpublic information and during an open window period and otherwise in compliance with Rule 10b5-1 and this Statement of Policy. Transactions effected pursuant to a pre-cleared trading plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices, and amounts of the contemplated trades, or establishes a formula for determining the dates, prices, and amounts.

(ii)Limitations on Number of Rule 10b5-1 Plans: An individual may not establish overlapping Rule 10b5-1 Plans and must limit the use of single-trade plans (i.e., a plan covering a single trading event) to one during any consecutive 12-month period, in each case subject to the accommodations set forth in Rule 10b5-1.

(iii)Cooling-Off Periods: (a) Directors and Section 16 officers must observe a cooling-off period between the date a Rule 10b5-1 Plan is adopted or modified and the date of the first transaction under the plan following such adoption or modification equal to the later of (i) 90 days or (ii) two business days following the disclosure in Forms 10-K or 10-Q of the Company’s financial results for the fiscal quarter in which the plan was adopted or modified (but not to exceed 120 days following plan adoption or modification); (b) All other Company Personnel must observe a cooling-off period between the date a Rule 10b5-1 Plan is adopted or modified and the date of the first transaction under the plan following such adoption or modification equal to at least 30 days.

(iv)Director and Officer Certification: Directors and officers must make representations in their 10b5-1 plans that the director or officer at the time of establishing the 10b-5 plan (a) was not aware of any material nonpublic information about the issuer or its securities; and (b) is adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5. This good faith requirement is an ongoing obligation throughout the duration of the 10b5-1 plan.

(v)Good Faith Condition for Company Personnel: All Company Personnel entering into a Rule 10b5-1 plan must act in good faith with respect to that plan throughout the duration of the plan. This requirement explicitly applies from the time of adoption of the 10b5-1 plan through the duration of the plan.

(vi)Blackout Periods for Any or All Company Personnel: Company may issue instructions from time to time advising some or all Company Personnel that they may not engage in transactions in Company Securities for certain periods, or that Company Securities may not be traded without prior approval. Due to the confidential nature of the events that may trigger these sorts of blackout periods, the Company may find it necessary to inform affected individuals of a blackout period without disclosing the reason.

 Stock Option and Other Grants.  This Statement of Policy does not apply to the grant of a stock option or other rights to acquire securities (such as restricted stock and restricted stock units. This Statement of

401(k) Plan.  To the extent securities of the Company are included in the Company’s 401(k) Plan, this Statement of Policy applies to certain elections you may make under the Company’s 401(k) plan, including (a)  an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (b) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock fund balance, and (c) your election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.

Dividend Reinvestment Plans.  This Statement of Policy does not apply to purchases of Company stock under dividend reinvestment plans resulting from your reinvestment of dividends paid on Company Securities pursuant to such a plan.  The policy does apply, however, to your election to participate in the plan, increase or decrease your level of participation in the plan or withdraw from the plan.  The policy also applies to your sale of any Company stock purchased pursuant to the plan. 

Short-term Trading.  A Company Personnel’s short-term trading of Company Securities may be distracting to the Company Personnel and may unduly focus the Company Personnel on the Company's short-term stock market performance instead of the Company's long-term business objectives.  For these reasons, any Company Personnel who purchases Company Securities in the open market may not sell any Company Securities of the same class during the six months following the purchase. 

Short Sales.  Short sales of Company Securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects.  In addition, short sales may reduce the seller's incentive to improve the Company's performance.  For these reasons, short sales of Company Securities are prohibited by this Statement of Policy.  

Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company's stock and therefore creates the appearance that the director or Company Personnel is trading based on inside information.  Transactions in options also may focus the director's or Company Personnel's attention on short-term performance at the expense of the Company's long-term objectives.  Accordingly, transactions relating to Company Securities in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by this Statement of Policy.  (Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”)

Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a holder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock.  These transactions allow the holder to continue to own the covered securities, but without the full risks and rewards of ownership.  When that occurs, the holder may no longer have the same objectives as the Company's other shareholders.  For these reasons, hedging or monetization transactions of Company Securities are prohibited by this Statement of Policy.

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer's consent if the customer fails to meet a margin call.  Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan.  Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, and may, in certain circumstances, result in unlawful insider trading, Company Personnel are prohibited from holding Company Securities in a margin account or pledging Company Securities as collateral for a loan.

Trading in Securities of Other Companies. No Company Personnel, who obtains material nonpublic information about a company in the course of their employment or service with the Company (i) with which the Company does business, such as the Company’s distributors, vendors, customers and suppliers, or (ii) that is involved in a potential transaction or business relationship with Company, may (a) buy, sell, donate or otherwise transact in the securities of the other company or (b) “tip” or disclose such material nonpublic information concerning that company to anyone, including giving trading advice of any kind to anyone concerning the other company, until the information becomes public or is no longer material.

Ultimately, each Company Personnel is responsible for complying with this Statement of Policy, including for determining whether they are aware of material non-public information and avoiding unlawful transactions. Company Personnel could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Statement of Policy or applicable securities laws, as described above in more detail under the heading “Potential Penalties and Disciplinary Sanctions”.