Versigent PLC
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
Securities Trading Plans of Executive Officers and Directors
Transactions in our securities by our executive officers and directors are required to be made in accordance with our insider trading policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Our insider trading policy permits our executive officers and directors to enter into trading plans in accordance with Rule 10b5-1.
The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, during the second quarter of 2026, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referred to as Rule 10b5-1 trading plans:
| Name and Title | Action | Date of Adoption of Rule 10b5-1 Trading Plan | Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1) | Aggregate Number of Securities/Dollar Value to be Purchased or Sold |
|---|---|---|---|---|
| Kevin ClarkDirector | Adoption | June 3, 2026 | December 31, 2026 | Sale of up to 220,000 ordinary shares |
(1)In each case, a trading plan may also expire on such earlier dates as all transactions under the trading plan are completed.
During the second quarter of 2026, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, modified orterminated a Rule 10b5-1 trading plan oradopted, modified, or terminated any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Other Information
Chief Executive Officer Offer Letter
On August 3, 2026, we entered into an offer letter with Joseph Liotine, the Company’s Chief Executive Officer (the “CEO Offer Letter”). The CEO Offer Letter provides for an annual base salary of $950,000, eligibility to receive a target annual bonus equal to 150% of Mr. Liotine’s annual base salary pursuant to the terms of the Versigent PLC Annual Incentive Plan (the “Incentive Plan”), participation in the Company’s employee benefit plans, including the Company’s Executive Severance Plan, the Company’s Executive Change in Control Severance Plan and the Company’s Deferred Compensation Plan, and a requirement to execute the Company’s form of Confidentiality and Noninterference Agreement.
In addition, the CEO Offer Letter provides that Mr. Liotine will receive an annual equity award under the Company’s Long-Term Incentive Plan (the “Equity Plan”) having a target grant date fair value of $9,000,000. Such annual equity award is currently anticipated to consist of a mix of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), with the RSUs vesting one-third on each anniversary of the grant date and the PSUs vesting at the end of a three-year performance period based on the achievement of performance goals and metrics set by the Company’s board of directors (the “Board”), in each case, subject to Mr. Liotine’s continued employment through each applicable vesting date.
Chief Financial Officer Offer Letter
On August 3, 2026, we entered into an offer letter with Doug Ostermann, the Company’s Chief Financial Officer (the “CFO Offer Letter”). The CFO Offer Letter provides for an annual base salary of $850,000, eligibility to receive a target annual bonus equal to 100% of Mr. Ostermann’s annual base salary pursuant to the terms of the Incentive Plan, participation in the Company’s employee benefit plans, including the Company’s Executive Severance Plan, the Company’s Executive Change in Control Severance Plan and the Company’s Deferred Compensation Plan, and a requirement to execute the Company’s form of Confidentiality and Noninterference Agreement.
In addition, the CFO Offer Letter provides that Mr. Ostermann will receive an annual equity award under the Equity Plan having a target grant date fair value of $3,500,000. Such annual award is currently anticipated to consist of a mix of RSUs and PSUs, with the RSUs vesting one-third on each anniversary of the grant date and the PSUs vesting at the end of a three-year performance period based on performance goals and metrics set by the Board, in each case, subject to Mr. Ostermann’s continued employment through each applicable vesting date.
The foregoing summaries of the terms of the CEO Offer Letter and the CFO Offer Letter are each qualified in their entirety by reference to the complete texts of the CEO Offer Letter and the CFO Offer Letter, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Quarterly Report on Form 10-Q.
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