Verra Mobility Corporation
Insider Trading Policy
Purpose and Overview
This Insider Trading Policy (“Policy”) describes the standards of Verra Mobility Corporation and its subsidiaries (“VRRM” or the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: Part I prohibits trading in certain circumstances and applies to all directors, officers and employees and their respective immediate family members of the Company, and Part II imposes special additional trading restrictions and applies to all (i) directors of the Company, (ii) executive officers of the Company and (iii) the employees identified by the Company’s Compliance Department (collectively, the “Insiders”).
Part I
This Policy applies to all employees, outside directors, officers, and consultants of Verra Mobility Corporation and its subsidiaries (“VRRM” or the “Company”), their family members and entities over which such individuals have or share voting or investment control. This Policy also applies to any other person who receives material nonpublic information from any VRRM insider or is otherwise designated by a VRRM Compliance Officer. For purposes of this policy, “family members” include people who live with you, or are financially dependent on you, and also include those whose transactions in securities are directed by you or are subject to your influence or control.
This Policy continues to apply following termination of employment or other relationship with VRRM until after the first trading day that any material non-public information in your possession has become public or is no longer material. Each employee, officer, consultant and director is personally responsible for the actions of their family members and other persons with whom they have a relationship who are subject to this policy, including any pre-clearances required.
2.General Policy: No Trading or Causing Trading while in Possession of Material Nonpublic Information
A.No person subject to this Policy may purchase, sell or gift, or offer to purchase or sell, any Company security, whether or not issued by the Company, while in possession of material nonpublic information (as defined in Section 3 below) about the Company.
B.No person subject to this Policy who knows of any material nonpublic information about the Company may communicate that information to “tip” any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization. Tipping includes passing information under circumstances that could suggest that you were trying to help another profit or avoid a loss. Exercise care when speaking with others who do not “need to know”, even if they are subject to this Policy, as well as when communicating with family, friends and others not
associated with VRRM. To avoid the appearance of impropriety, refrain from discussing our business or prospects or making recommendations about buying or selling our securities or the securities of other companies with which we have a relationship. Inquiries about VRRM should be directed to our Investor Relations team.
C.No person subject to this Policy may purchase, sell or gift any security of any other company, whether or not issued by the Company, while in possession of material nonpublic information about that company that was obtained in the course of his or her involvement with the Company. No person subject to this Policy who knows of any such material nonpublic information may communicate that information to, or tip, any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.
D.For compliance purposes, you should never trade, tip or recommend securities (or otherwise cause the purchase, sale or gift of securities) while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, a Compliance Officer.
E.Insiders (as defined below) must “pre-clear” all trading in securities of the Company in accordance with the procedures set forth in Part II below.
A.Material. Insider trading restrictions apply only if the information you possess is “material.” Materiality, however, involves a relatively low threshold. Information is generally regarded as “material” if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision.
Information dealing with the following subjects is reasonably likely to be found material in particular situations:
i.significant changes in the Company’s prospects;
ii.significant write-downs in assets or increases in reserves;
iii.developments regarding significant litigation or government agency investigations;
v.changes in earnings estimates or unusual gains or losses in major operations;
vi.major changes in the Company’s management or the board of directors;
vii.changes in dividends;
viii.extraordinary borrowings;
ix.major changes in accounting methods or policies;
x.award or loss of a significant contract;
xi.cybersecurity risks and incidents, including vulnerabilities and breaches;
xii.changes in debt ratings;
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xiii.proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; and
xiv.offerings of Company securities.
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company's operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should either consult a Compliance Officer before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates or assume that the information is material.
B.Nonpublic. Insider trading prohibitions apply only when you possess information that is material and “nonpublic.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the first trading day after the information was publicly disclosed before you can treat the information as public.
Nonpublic information may include:
i.information available to a select group of analysts or brokers or institutional investors;
ii.undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and
iii.information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two trading days).
As with questions of materiality, if you are not sure whether information is considered public, you should either consult with a Compliance Officer or assume that the information is nonpublic and treat it as confidential.
Compliance Officer. The Company has designated the Chief Legal Officer, the Chief Financial Officer and the Deputy General Counsel and Head of Corporate Compliance as Insider Trading Compliance Officers (each, a “Compliance Officer”). The Company will update the persons who are designated as Compliance Officers from time to time as necessary to
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reflect additions and departures. The duties of each Compliance Officer will include the following:
A.administering, monitoring and enforcing compliance with the Policy;
B.responding to all inquiries relating to this policy and its procedures;
C.designating and announcing special trading blackout periods during which no Insiders may trade in Company securities;
D.providing copies of this Policy and other appropriate materials to all current and new directors, officers and employees, and such other persons as a Compliance Officer determines have access to material nonpublic information concerning the Company;
E.administering, monitoring and enforcing compliance with federal and state insider trading laws and regulations;
F.assisting in the preparation and filing of all required SEC reports relating to trading in Company securities, including without limitation Forms 3, 4, 5 and 144 and Schedules 13D and 13G;
G.maintaining as Company records originals or copies of all documents required by the provisions of this Policy or the procedures set forth herein, and copies of all required SEC reports relating to insider trading, including without limitation Forms 3, 4, 5 and 144 and Schedules 13D and 13G;
H.revising the Policy as necessary to reflect changes in federal or state insider trading laws and regulations; and
I.maintaining the accuracy of the list of Section 16 Insiders (as defined below) and the list of Insider Employees, each maintained by the Company’s Compliance Department, and updating such lists periodically as necessary to reflect additions or deletions.
Compliance Officers may designate one or more individuals who may perform the Compliance Officer’s duties in the event that a Compliance Officer is unable or unavailable to perform such duties. In fulfilling duties under this Policy, Compliance Officers shall be authorized to consult with VRRM outside counsel.
5.Only Designated Company Spokespersons Are Authorized to Disclose Material Nonpublic Information
U.S. federal securities laws prohibit the Company from selectively disclosing material nonpublic information. VRRM has established procedures for releasing material information in a manner that is designed to achieve broad dissemination of the information immediately upon its release. Employees may not, therefore, disclose material nonpublic information to anyone outside the Company, including family members and friends, other than in accordance with those established procedures. Any inquiries about the Company should be directed to our Investor Relations team.
6.Employees Must Follow Company Guidelines Pertaining to Communications about the Company
Employees must follow the VRRM Disclosure and Regulation FD Policy and the communication guidelines contained in the Employee Handbook when communicating about the Company, including via social media or other Internet posting.
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7.Other Transactions in Company Securities: Certain Exceptions to Policy
A.General Rule. This Policy applies to all transactions in VRRM securities, including any securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by VRRM, such as exchange-traded options.
B.Employee Benefit Plans.
i.Equity Incentive Plans. The trading restrictions set forth in this Policy do not apply to the exercise of stock options or other equity awards for cash, but do apply to all sales of securities acquired through the exercise of stock options or other equity awards, including “same-day sale” or cashless exercise of Company stock options.
ii.Employee Stock Purchase Plans. The trading restrictions set forth in this Policy do not apply to purchases of Company securities pursuant to the employee’s advance instructions under employee stock purchase plans or employee benefit plans (e.g., a pension or 401(k) plan). However, no alteration to instructions regarding the level of withholding or the purchase of Company securities in such plans is permitted while in the possession of material nonpublic information. Any sale of securities acquired under such plans remains subject to the prohibitions and restrictions of this Policy.
iii.The trading restrictions set forth in this Policy do not apply to the (i) exercise of options on a “net exercise” basis pursuant to which an optionee either (A) delivers outstanding shares of common stock to the Company or (B) authorizes the Company to withhold from issuance shares of common stock issuable upon exercise of the option, in either case, having a fair market value on the date of exercise equal to the aggregate exercise price; or (iii) the forfeiture to the Company of shares of common stock to cover withholding tax obligations; provided, that in each case, the trading restrictions set forth in this Policy apply to all sales of securities acquired through the exercise of stock options or other equity awards, including “same-day sale” or cashless exercise effected through a broker of Company stock options.
8.Policy Violations Must Be Reported
Any person who violates this Policy, the Company’s Disclosure Policy or any federal or state laws governing insider trading, or knows of any such violation by any other person, must report the violation immediately to a Compliance Officer or the Audit Committee of VRRM Board of Directors, as the SEC can seek civil penalties against the Company, our directors and supervisory personnel for failing to take appropriate steps to prevent illegal trading. Upon learning of any such violation, a Compliance Officer or Audit Committee, in consultation with the Company’s legal counsel, will determine whether the Company should release any material nonpublic information or whether the Company should report the violation to the SEC or other appropriate governmental authority.
9.VRRM May Suspend All Trading Activities by Employees
In order to avoid any questions and to protect both employees and the Company from any potential liability, from time to time VRRM may impose a “blackout” period during which some or all employees may not buy or sell VRRM securities. This restriction does not apply
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to transactions made under an approved Rule 10b5-1 trading plan. A Compliance Officer will impose such a blackout period if, in his or her judgment, there exists nonpublic information that would make trades by VRRM employees (or certain VRRM employees) inappropriate in light of the risk that such trades could be viewed as violating applicable securities laws. If you are made aware of such a blackout period, do not disclose its existence to anyone. The Compliance Officer will notify persons that were subject to a blackout period when such period has ended.
10.Violations of Insider Trading Laws or This Policy Can Result in Severe Consequences
A.Civil and Criminal Penalties. The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge profit made or loss avoided, pay civil penalties up to three times the profit made or loss avoided, face private action for damages, as well as be subject to criminal penalties, including up to 20 years in prison and fines of up to $5 million. The Company and/or the supervisors of the person violating the rules may also be required to pay major civil or criminal penalties.
B.Company Discipline. Violation of this Policy or federal or state insider trading laws by any director, officer or employee may subject the director to removal proceedings and the officer or employee to disciplinary action by the Company, including termination for cause.
11.This Policy is Subject to Revision
VRRM may change the terms of this Policy from time to time to respond to developments in law and practice, and will take steps to inform all affected persons of any material changes.
12.All Persons Must Acknowledge Their Agreement to Comply with This Policy
The Policy will be available on the Company’s internal website, delivered to all persons subject to this Policy upon adoption, and to all new other persons at the start of their employment or relationship with the Company. Upon first receiving a copy of the Policy or any revised versions, each such person must sign an acknowledgment that he or she has received a copy and agrees to comply with the Policy’s terms. This acknowledgment and agreement will constitute consent for VRRM to impose sanctions for violation of this Policy and to issue any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this Policy.
Part II
13.Executive Officers, Directors and Certain Named Employees are Subject to Additional Restrictions
A.Section 16 Insiders. Each of the Company’s directors and executive officers who are subject to the reporting provisions and trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the underlying rules and regulations promulgated by the SEC are designated as a “Section 16 Insider” for this Policy. The Compliance Department will update the persons who are designated as a “Section 16 Insider” from time to time as necessary to reflect additions, resignations or departures.
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B.Insider Employees. The Compliance Department maintains a list of employees who have frequent access to material nonpublic information concerning the Company (“Insider Employees”). The Compliance Department will update the list of Insider Employees from time to time as necessary to reflect additions or departures.
C.Additional Restrictions. Because Section 16 Insiders and Insider Employees regularly possess material nonpublic information about the Company, and in light of the reporting requirements to which Section 16 Insiders are subject under Section 16 of the Exchange Act, Section 16 Insiders and Insider Employees are subject to the additional restrictions set forth in this Part II of the Policy. For purposes of this Policy, Section 16 Insiders and Insider Employees are each referred to as “Insiders.”
Any trade by an Insider that is subject to this Policy will be permitted only during an open “trading window.” Even when the window is open, all Company personnel are prohibited from trading in VRRM securities while in possession of material nonpublic information. The trading window generally opens following the close of trading on the first full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and closes at the close of trading fourteen (14) calendar days prior to the end of a fiscal quarter. In addition to when the trading window is scheduled to be closed, the Company may impose a special blackout period at its discretion due to the existence of material nonpublic information. A VRRM Compliance Officer will advise Insiders when the trading window opens and closes.
15.Trading Pre-Clearance Required
As part of this Policy, all purchases, sales or gifts of securities of the Company by Insiders must be pre-cleared by a Compliance Officer, in all cases regardless of whether or not a blackout period is in effect. Insiders do not need to receive pre-clearance for transactions that are not subject to the Policy or for transactions pursuant to an approved Rule 10b5-1 trading plan. See “Pre-Clearance of Rule 10b5-1 Trading Plans Required” below. The pre-clearance requirement is intended to prevent inadvertent Policy violations, avoid trades involving the appearance of improper insider trading, facilitate timely Form 4 reporting by Section 16 Insiders and avoid transactions that are subject to disgorgement under Section 16(b) of the Exchange Act.
Requests for pre-clearance must be submitted on a Preclearance Request and Approval Form, a copy of which may be obtained from the Compliance Department, to a Compliance Officer at least two business days in advance of each proposed transaction. If the Insider does not receive a response from a Compliance Officer within 24 hours, the Insider must follow up to ensure that the message was received. Once the proposed transaction is pre-cleared, the Insider may proceed with it on the approved terms within a 5-business day period immediately following receipt by the Insider of such clearance, provided that he or she complies with all other securities law requirements, such as Rule 144 and prohibitions regarding trading on the basis of inside information, and with any special trading blackout imposed by the Company prior to the completion of the trade. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.
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16.Pre-Clearance of Rule 10b5-1 Trading Plans Required
Prior to entering into or amending a Rule 10b5-1 trading plan, an Insider must obtain the approval of a Compliance Officer at least five full trading days prior to entry into or modification of the plan. However, pre-clearance will not be required for individual transactions effected pursuant to an approved Rule 10b5-1 trading plan. Any Rule 10b5-1 trading plan entered into by an Insider must comply with and be operated in accordance with applicable rules of the Securities and Exchange Commission and the requirements set forth in the Company’s Guidelines for Rule 10b5-1 Trading Plans, a copy of which may be obtained from the Compliance Department. Clearance of a Rule 10b5-1 trading plan by a Compliance Officer is valid for no more than the 5-business day period immediately following receipt by the Insider of such clearance. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance. All Section 16 Insiders must immediately report the results of transactions effected under a trading plan to a Compliance Officer since they will be reportable on Form 4 within two business days following the execution of the trade, subject to an extension of not more than two additional business days where the Section 16 Insider is not immediately aware of the execution of the trade. Notwithstanding the foregoing, any transactions by a Compliance Officer who is also an Insider shall be subject to pre-clearance by another Compliance Officer, the Chief Financial Officer or, in the event of their unavailability, the Chief Executive Officer.
Compliance Officers may, on a case-by-case basis, authorize a transaction in VRRM securities outside of the trading window (but in no event during a special blackout period) due to financial or other hardship. Any request for a hardship exemption must be in writing and must describe the amount and nature of the proposed transaction and the circumstances of the hardship. The Insider requesting the hardship exemption must also certify to a Compliance Officer within two business days prior to the date of the proposed trade that he or she is not in possession of material nonpublic information concerning VRRM. The existence of the foregoing procedure does not in any way obligate a Compliance Officer to approve any hardship exemption requested by an Insider.
All Insiders must ensure that their broker does not to execute any transaction for the Insider (other than under a previously approved Rule 10b5-1 trading plan) until the broker has verified with a Compliance Officer that the transaction has been precleared.
19.Reporting of Transactions Required
To facilitate timely reporting under Section 16 of the Exchange Act, Section 16 Insiders are required to on the same day as the trade date, or, with respect to transactions effected pursuant to a Rule 10b5-1 trading plan, on the day the Insider is advised of the terms of the transaction, (a) report the details of each transaction to a Compliance Officer and (b) arrange with persons whose trades must be reported by the Insider under Section 16 of the Exchange Act (such as immediate family members living in the Insider’s household) to immediately report directly to the Company and to the Insider the following transaction details:
•Transaction date (trade date).
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•Number of shares involved.
•Price per share at which the transaction was executed (before addition or deduction of brokerage commission and other transaction fees).
•For stock option exercises, the specific option exercised.
•Contact information for the broker who executed the transaction.
The transaction details must be reported to a Compliance Officer, with copies to VRRM personnel who will assist the Section 16 Insider in preparing his or her Form 4. Section 16 Insiders are also required to report any gifts on the same day as the gift transaction occurred.
20.Oversight by the Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors will be responsible for monitoring and recommending any modification to this Policy, if necessary or advisable, to the Board of Directors. The Committee will also review, at least annually, those individuals who are deemed to be executive officers for purposes of Section 16 of the Exchange Act and will recommend any changes regarding such status to the Board of Directors.
21.Named Employees Considered Insiders
The Committee will review, at least annually, those individuals deemed to be “Insiders” for purposes of this Part II. Insiders shall include persons subject to Section 16 of the Exchange Act and such other persons as the Committee deems to be Insiders. Generally, Insiders shall be any person who by function of their employment is consistently in possession of material nonpublic information or performs an operational role, such as head of a division or business unit, that is material to the Company as a whole.
22.Certain Types of Transactions Are Prohibited
A.Short Sales. Short sales of VRRM securities are prohibited, as short sales evidence the seller’s expectation that VRRM securities will decline in value, signal to the market that the seller has no confidence in the Company or its short-term prospects, and may reduce the seller’s incentive to improve VRRM performance. In addition, Section 16(c) of the Exchange Act prohibits executive officers and directors from engaging in short sales.
B.Publicly Traded Options. Transactions in puts, calls or other derivative securities involving VRRM stock are prohibited, as such transaction is, in effect, a bet on the short-term movement of the Company’s stock, creates the appearance of trading based on inside information, and may focus attention on short-term performance at the expense of VRRM long-term objectives.
C.Hedging Transactions. Hedging or monetization transactions (including but not limited to zero-cost collars, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments) are prohibited, as such transactions allow you to continue to own VRRM securities without the full risks and rewards of ownership and as a result, you may not have the same objectives as other stockholders.
D.Margin Accounts and Pledges. Directors, officers and other employees are prohibited from holding Company securities in a margin account or pledging Company securities
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as collateral for a loan, as such securities may be traded without your consent (for failing to meet a margin call or if you default on the loan) at a time when you possess material nonpublic information or otherwise are not permitted to trade.
E.Short-Term Trading. Executive officers and directors who purchase VRRM securities in the open market may not sell any VRRM securities of the same class during the six months following the purchase (or vice versa), as short-term trading of the Company’s securities may be distracting and may unduly focus the person on short-term stock market performance, instead of VRRM long-term business objectives, and may result in the disgorgement of any short swing profits.
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