Read the Form 4 as:
Rule 10b5-1 plan sale vs discretionary sale A two-track timeline showing how adoption of a written trading plan in March 2025 mechanically produces the August 2026 sale, wrapped by the affirmative defense; toggling to a discretionary sale removes the plan conduit and the defense shield. March 11, 2025 August 2026 ~17 months locked plan no plan Plan adopted Mar 11, 2025 MNPI gate not possessed Written plan shares, price, dates Broker auto-exec per formula Rule 10b5-1(c) affirmative defense Form 4 sale Aug 2026 Director decides Aug 2026, no plan Broker sale discretionary Form 4 sale no defense trade is exposed to then-current MNPI — no affirmative defense informational content lives here informational content lives here only later discretion: amend or terminate same Form 4 transaction two mechanisms, two readings
Plan sale. The trade was locked in on March 11, 2025, when the director was not in possession of material nonpublic information. The August 2026 execution is mechanical; Rule 10b5-1(c) shields the trade because the timing was not chosen on the basis of then-current MNPI.