Insider Trading Policy

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Purpose

Neuroscale staff routinely receive material non-public information (“MNPI”) about Neuroscale and about the companies we serve, partner with, and evaluate. This policy establishes the rules that prevent Neuroscale staff from trading on, or improperly disclosing, that information. This policy implements the requirements of Section 10(b) of the Securities Exchange Act of 1934, SEC Rule 10b-5, the Insider Trading and Securities Fraud Enforcement Act of 1988, and applicable state law. Although Neuroscale is currently privately held, this policy applies in full because:

• Neuroscale staff hold or may hold Neuroscale securities (founders’ stock, equity awards, secondary-market sales, tender offers, future IPO).
• Neuroscale staff routinely come into possession of MNPI about other companies — public customers, partners, prospects, and acquisition targets — and trading in those companies’ securities while in possession of that information is the more pressing day-to-day risk.

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Scope

This policy applies to:

• All Neuroscale employees, officers, directors, contractors, interns, and advisors.
• Spouses, minor children, other family members living in the same household, and any account or entity over which any of the foregoing has direct or indirect investment control or pecuniary interest.

Collectively, the people and accounts above are referred to in this policy as Covered Persons. A subset of Covered Persons are designated Access Persons — see Pre-clearance. The Access Persons list is maintained by the CFO in coordination with the General Counsel.

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Definitions

• Material information. Information a reasonable investor would consider important in making an investment decision, or that could reasonably be expected to affect the price of a security if disclosed. Examples for Neuroscale: financing rounds; major customer wins or losses; revenue, ARR, or burn that diverges from plan; M&A discussions; security incidents and material breaches; material litigation; senior leadership changes; significant product launches, regulatory outcomes, or partnerships; planned secondary or tender offers.
• Non-public information. Information that has not been broadly disseminated to the public (e.g., via press release, public filing, or other broadly distributed channel) and absorbed by the market. Neuroscale applies the following market-digestion safe harbor, which the General Counsel may extend in any case:
  • Large-cap, actively traded issuer (≥ $10B market cap or daily reported volume in line with S&P 500 components): at least one full trading day after broad dissemination.
  • Mid-cap or smaller issuer / less-actively-traded name: at least two full trading days after broad dissemination.
  • Issuers with thin float, restricted secondary markets, or pending material events: such period as the General Counsel determines, but in any event not less than two full trading days. When in doubt, treat the information as still non-public.
• MNPI. Material non-public information.
• Securities. Stock, options, restricted stock units, warrants, debt instruments, derivatives, and any other instrument the value of which depends on the issuer’s performance.
• Trading / Transactions. Buying, selling, gifting (other than bona fide gifts to charities), pledging, or hedging securities; exercising options to acquire shares for the purpose of sale; or directing any of the above by another person or entity.

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Policy

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1. No trading on MNPI — in any company’s securities

A Covered Person who is aware of MNPI about a company may not trade in that company’s securities, recommend that anyone else trade, or pass the information to anyone who might trade on it. This rule applies whether the company is Neuroscale or any other issuer. This is the most important rule in this policy and the one most likely to apply on a routine basis. If you are working on a deal with a public company, evaluating an acquisition target, integrating with a public partner, responding to an incident at a public customer, or otherwise have non-public knowledge of facts that could move that company’s stock, do not trade in that company’s securities until the information is public and the market has digested it. Neuroscale’s revenue and product teams maintain restricted-list controls for active engagements with public counterparties. See the Restricted List Runbook.

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2. No tipping

A Covered Person who is aware of MNPI may not communicate that information (“tip”) to any other person — including spouse, family, friends, fellow employees not authorized to know, advisors, or social-media followers — except where disclosure is authorized in the ordinary course of Neuroscale business and the recipient is on notice of confidentiality. The original tipper has criminal and civil exposure even if they do not trade themselves.

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3. No trading in Neuroscale securities while in possession of Neuroscale MNPI

Even though Neuroscale is private, transactions in Neuroscale securities occur — secondary sales, tender offers, equity transfers, acquisitions of options, repurchases. Covered Persons may not engage in any such transaction while in possession of Neuroscale MNPI, and pre-clearance is required for executives and Access Persons (see Pre-clearance).

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4. Blackout periods (Neuroscale securities)

Trading windows for Neuroscale securities are closed for all Covered Persons during the following blackout periods:

• Around financing events. From the date a term sheet is signed through two (2) business days after the round is publicly announced (or the round is abandoned).
• Around financial close. From the 15th day of the last month of each quarter through two (2) business days after quarterly financials are distributed to the Board.
• Around major customer events. From the date a transaction with a major customer is reasonably expected to be announced through two (2) business days after announcement.
• Around M&A activity. From the start of substantive M&A discussions (Neuroscale as buyer or target) through two (2) business days after announcement or abandonment.
• Event-specific blackouts declared in writing by the General Counsel.

The General Counsel may impose additional blackouts and may grant case-by-case hardship exceptions in writing.

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5. No short-sales, hedging, or pledging

Covered Persons may not engage in short sales, “sales against the box”, or any transaction in derivative or hedging instruments (puts, calls, collars, prepaid variable forwards, exchange funds) involving Neuroscale securities. Covered Persons may not pledge Neuroscale securities as collateral or hold Neuroscale securities in a margin account.

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6. Public-company securities held by Covered Persons

Covered Persons may hold and trade securities of public companies that are not Neuroscale customers, partners, prospects, or acquisition targets, except that no such trade may be made while the Covered Person is aware of MNPI about that company. If you are unsure whether a contemplated trade implicates this policy, contact the General Counsel before trading.

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Pre-clearance

The following Covered Persons (collectively, Access Persons) must obtain written pre-clearance from the General Counsel before any transaction described below:

• All directors and executive officers (CEO, CFO, CTO, CHRO, General Counsel, CISO, and equivalents).
• Members of the Finance, Legal, and Executive teams.
• Members of the Sales, Business Development, Customer Success, and Corporate Development functions whose roles routinely expose them to MNPI about public-company customers, partners, or targets.
• Members of the Investor-Relations function (when stood up).
• Any other person designated as an Access Person in writing.

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Transactions requiring pre-clearance

Access Persons must obtain written pre-clearance from the General Counsel before:

1. Any transaction in Neuroscale securities, regardless of amount.
2. Any transaction in the securities of a company on the active Restricted List (Neuroscale customers, prospects, partners, integration counterparties, and acquisition targets that are public issuers, as maintained per the Restricted List Runbook). This requirement reflects the policy’s primary day-to-day risk: that an Access Person trades a public-company security while in possession of MNPI obtained through Neuroscale work. Pre-clearance applies even where the Access Person believes they are not in possession of MNPI.
3. Any 10b5-1 plan adoption, modification, or termination affecting either category above.

Pre-clearance is not required for routine transactions in non-Restricted-List public-company securities, broad-based index funds and similar pooled vehicles where the Access Person does not control individual security selection, or transactions undertaken pursuant to a properly adopted and previously pre-cleared 10b5-1 plan.

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Pre-clearance request

Pre-clearance requests must:

1. Describe the proposed transaction (security, issuer, side, size, counterparty, intended timing).
2. Confirm the requestor is not aware of MNPI about the issuer.
3. For Restricted-List trades, confirm the requestor’s most recent date of contact with the issuer and the nature of any non-public information received.

Pre-clearance, if granted, is valid for five (5) business days unless extended in writing or revoked because the General Counsel becomes aware of MNPI in the interim. Pre-clearance is a procedural check, not a substantive defense — Access Persons remain personally responsible for their compliance with the no-trading and no-tipping rules.

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Restricted List controls

The General Counsel, in coordination with the Sales and Corporate Development functions, maintains the Restricted List per the Restricted List Runbook. The list is refreshed at least weekly and on any material event (new active deal, M&A discussion, material incident affecting a public counterparty). Access Persons are notified of additions and removals and are responsible for monitoring the current list before any public-company trade. The Access Persons list is maintained by the General Counsel in coordination with the CFO and reviewed quarterly. The list-of-record is held in a restricted SharePoint folder owned by the CFO; access is limited to the CFO, the General Counsel, and named CHRO designees, and is included in the standing quarterly access review. The list, additions and removals, and pre-clearance decisions are retained for seven (7) years per § Recordkeeping.

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Rule 10b5-1 trading plans

Covered Persons may transact in Neuroscale or other securities under a written plan complying with SEC Rule 10b5-1, including the December 2022 amendments (mandatory cooling-off periods, certifications, and limits on overlapping plans). Plans must be:

• Adopted in writing while the Covered Person is not in possession of MNPI.
• Adopted outside any blackout period.
• Pre-approved by the General Counsel.
• Subject to the cooling-off periods required by Rule 10b5-1(c)(1)(ii)(B), as amended in December 2022:
  • Directors and officers (and persons designated as such once Neuroscale is subject to §16): no trade may occur until the later of (a) 90 days after plan adoption or modification, or (b) two business days after disclosure of the issuer’s financial results in a Form 10-Q or 10-K covering the fiscal period in which the plan was adopted or modified, in either case capped at 120 days after adoption/modification.
  • All other persons: at least 30 days after plan adoption or modification.
  • In each case, such longer period as Rule 10b5-1 requires from time to time governs.

A person who adopts a plan as a private-company Access Person, and who later becomes subject to the public-company D&O cooling-off (e.g., if Neuroscale registers under §12), must reconfirm the plan’s compliance with the public-company cooling-off rule before trades occur after registration. A properly structured 10b5-1 plan is the recommended way for executives to plan liquidity around future windows.

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Information barriers and need-to-know

Neuroscale operates on a need-to-know basis for MNPI. Project codenames, restricted Slack channels and SharePoint sites, and limited distribution lists are used for material transactions. Any person granted access to MNPI is by that fact reminded of their obligations under this policy. Access to MNPI through Neuroscale systems is logged and reviewable; misuse is investigated under the Incident Response Plan.

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Training & certification

• At hire. All staff complete insider-trading training within 30 days.
• Annually. All staff complete a refresher, assigned through Vanta.
• Annual certification. Access Persons certify compliance annually.
• Targeted training. Sales, BD, M&A, Finance, and Executive team members receive enhanced training annually focused on the public-company-MNPI scenarios most likely to arise in their roles.

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Reporting suspected violations

Suspected violations should be reported promptly to:

• The General Counsel directly, or legal@neuroscale.ai.
• ethics@neuroscale.ai.
• The Anonymous Reporting channel — third-party hotline (web and phone, 24/7, multilingual, follow-up via case ID).

Neuroscale does not tolerate retaliation against anyone who reports in good faith. Retaliation is independently actionable under federal whistleblower-protection statutes.

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Recordkeeping

The General Counsel maintains, in Microsoft SharePoint under restricted access:

• The Access Persons list.
• Pre-clearance requests and decisions.
• 10b5-1 plan filings and certifications.
• Blackout-period notices.
• Investigation files.
• Annual certifications.

Records retention follows the Records Retention Schedule. Insider-trading records — pre-clearance requests, denials, Restricted-List entries, training acknowledgements, investigation files — are retained for at least seven (7) years from disposition, or longer where 17 C.F.R. §240.17a-4 / applicable statute of limitations or an active legal hold requires.

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Public-company readiness

This policy is written to operate today (Neuroscale is privately held) but is also designed to scale on the date Neuroscale becomes a reporting issuer under the Securities Exchange Act. The following obligations attach on registration under §12 of the Exchange Act (whether by IPO, direct listing, registration of a class of securities, or merger with a SPAC or other reporting entity), and the General Counsel will revise this policy to incorporate them prior to or contemporaneous with that event.

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Section 16 — insider reporting and short-swing profit

• Form 3 / 4 / 5 filings. Directors, executive officers, and 10% beneficial owners (“§16 reporters”) must file initial Form 3 within 10 days of becoming a §16 reporter, Form 4 within two business days of any reportable transaction, and annual Form 5 where applicable.
• Short-swing profit rule (§16(b)). Any “purchase” and “sale” of Neuroscale equity by a §16 reporter within a six-month window is subject to disgorgement; the General Counsel and CFO maintain a transaction-tracking system to flag matched transactions before they occur.
• Pre-clearance and §16 power-of-attorney. §16 reporters execute a power of attorney authorizing the Legal team to file Forms 3/4/5 on their behalf.

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Regulation FD (selective disclosure)

• Authorized spokespersons. Only the CEO, CFO, General Counsel, and persons specifically designated by them may speak on behalf of Neuroscale to securities-market professionals and shareholders.
• Material disclosure. Material non-public information is disclosed to the public broadly (Form 8-K, press release, or other Reg FD-compliant method) before or simultaneously with any selective disclosure.
• Reg FD policy. A standalone Regulation FD Policy will be issued before the first earnings cycle as a public registrant.

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Regulation G and non-GAAP measures

• All public statements containing non-GAAP financial measures include the most directly comparable GAAP measure and a reconciliation, per 17 C.F.R. §244.100.

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SEC cybersecurity disclosure (Item 1.05 / Item 106)

• See the Breach notification timing matrix in the Incident Response Plan. Item 1.05 of Form 8-K (4 business days from materiality determination) and Item 106 of Reg S-K (annual cybersecurity-risk-management disclosure) become applicable on Exchange Act registration.

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Window-period and 10b5-1 program

• Quarterly trading windows tied to the Form 10-Q / 10-K calendar replace the financial-close blackout above.
• Cooling-off periods reflect the public-company D&O formula at Rule 10b5-1 trading plans.
• Mandatory “holder-of-record” representations on plan adoption and quarterly Form 144 filings for Rule 144 sales are administered by Legal.

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Post-employment

This policy continues to apply after employment ends to the extent the former Covered Person retains MNPI obtained during employment. A departing employee who is in possession of Neuroscale MNPI at the time of departure remains subject to the trading restrictions in this policy until the information has become public and the market has digested it.

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Exceptions

Exceptions to procedural elements of this policy (e.g., hardship withdrawals during a blackout) require written approval of the General Counsel and, for executives, the CEO. There are no exceptions to the core prohibition on trading on, or tipping, MNPI.

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Violations & enforcement

Violations of this policy may result in disciplinary action up to and including termination, regardless of whether the conduct constituted a violation of law. Neuroscale will, where required, report suspected unlawful conduct to the SEC, DOJ, and other authorities, and will cooperate with any resulting investigation. Individual Covered Persons are personally liable for their conduct; Neuroscale’s enforcement of this policy does not insulate any person from civil or criminal liability.

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