ARVINAS, INC.
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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Jun 30, 2026 · Filed Aug 4, 2026
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Item 5. Other Information
Director and Officer Trading Arrangements
From time to time, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act), engage in open-market transactions with respect to our securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
The following table describes, for the second quarter of 2026, each trading arrangement for the sale or purchase of Company securities adopted orterminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule
10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement | Nature of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Securities (2) |
|---|---|---|---|---|---|
| Noah Berkowitz, M.D., Ph.D. (former Chief Medical Officer) (1) | Adoption (6/4/2026); Termination (6/30/2026) | 10b5-1 Preset Diversification Program ("10b5-1 Plan") for sale of common stock acquired upon the vesting and settlement of restricted stock units ("RSUs") (2) | Sale | Until 8/31/2028 or earlier terminated in accordance with the terms of the 10b5-1 Plan (1) | N/A |
(1) Noah Berkowitz, M.D., Ph.D. separated from employment with the Company effective July 3, 2026. Prior to his separation, on June 30, 2026, Dr. Berkowitz terminated the 10b5-1 Plan.
(2) No sales were made under the 10b5-1 Plan as a result of the 10b5-1 Plan terminating prior to the date of first scheduled sale. The 10b5-1 Plan provided for the sale of up to 42,500 shares of common stock, plus a number of shares of RSUs to be determined based on the extent to which vesting conditions were satisfied and the market price of the Company's common stock at the time of settlement.
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