XML 15 R9.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Insider Trading Arrangements
3 Months Ended
Mar. 30, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

From time to time, our directors and officers may engage in open-market transactions with respect to their Company equity holdings for diversification or other personal reasons. All such transactions by directors and officers must comply with the Company’s Amended and Restated Securities Trading Policy, which requires that such 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 the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes the contracts, instructions or written plans for the purchase or sale of Company securities adopted or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the quarter ended March 30, 2024, that are or were, as the case may be, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No “non-Rule 10b5–1 trading arrangements” (as defined by Item 408(c) of Regulation S-K) or other Rule 10b5-1 trading arrangements were entered into or terminated, nor were any such arrangements modified, by our directors or officers during such period.

 

Name and Title

Action and Type of Plan

Date of Action

Scheduled Expiration of Plan(1)

Aggregate Number of Securities to be Sold or Purchased

Oprah Winfrey

Director

Termination of Rule 10b5-1 Plan(2)

2/28/2024

3/10/2025

Sell 925,780 shares
Exercise 2,687,063 stock options and sell underlying shares
Gift 157,968 shares(3)

 

(1)
The plan duration was until the date listed in this column or such earlier date upon the completion of all trades under the plan or the occurrence of such other termination events as specified in the plan.
(2)
This Rule 10b5-1 Plan was originally adopted on May 11, 2023.
(3)
Reflects shares that were proposed to be transferred by Ms. Winfrey as a gift to The Oprah Winfrey Charitable Foundation (the “Foundation”) and sold by the Foundation.
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Non-Rule10b5-1 Arrangement Modified false
Oprah Winfrey  
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 11, 2023
Exercise Stock Option | Oprah Winfrey  
Trading Arrangements, by Individual  
Aggregate Available 2,687,063
Termination of Rule 10b5-1 Plan [Member]  
Trading Arrangements, by Individual  
Name Oprah Winfrey
Title Director
Trd Arr Action and Type of Plan Termination of Rule 10b5-1 Plan [1]
Trd Arr Date of Action Feb. 28, 2024
Trd Arr Scheduled Expiration of Plan Mar. 10, 2025 [2]
Termination of Rule 10b5-1 Plan [Member] | Oprah Winfrey  
Trading Arrangements, by Individual  
Aggregate Available 925,780
Termination of Rule 10b5-1 Plan [Member] | Foundation [Member]  
Trading Arrangements, by Individual  
Aggregate Available 157,968 [3]
[1] This Rule 10b5-1 Plan was originally adopted on May 11, 2023.
[2] The plan duration was until the date listed in this column or such earlier date upon the completion of all trades under the plan or the occurrence of such other termination events as specified in the plan.
[3] Reflects shares that were proposed to be transferred by Ms. Winfrey as a gift to The Oprah Winfrey Charitable Foundation (the “Foundation”) and sold by the Foundation.