Other Information.
−Removed: Trading Plans
−Removed: During the three months ended September 30, 2024 , none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
+Added: Director and Officer Trading Arrangements
+Added: During the three months ended March 31, 2025 , none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as follows:
+Added: On February 20, 2025, each of Robert Allen (Chief Scientific Officer), Jill Andersen (Chief Legal Officer), William Duke (Chief Financial Officer), Julie Green (Chief Human Resources Officer) and Timothy Lee (Chief Commercial Officer) entered into a sell-to-cover instruction letter (each, a “Sell-to-Cover Instruction Letter”) that constitutes a “Rule 10b5-1 trading arrangement” intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended.
+Added: Each Sell-to-Cover Instruction Letter, which applies to prior and future grants of restricted stock units (“RSUs”) whether vesting is based on the passage of time and/or the achievement of performance criteria, provides for the automatic sale of shares of our common stock as soon as practicable after each settlement date of a covered RSU in an amount sufficient to satisfy the applicable tax withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable tax withholding obligation.
+Added: The number of shares subject to covered RSUs that will be sold to satisfy the applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of our common stock at the time of settlement and the potential future grant of additional RSUs subject to the Sell-to-Cover Instruction Letter.
+Added: The expiration date of each Sell-to-Cover Instruction Letter is the date on which the tax withholding obligation arising from the vesting of all covered RSUs and the related issuance of shares of our common stock has been satisfied.
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No.
22 unchanged sentences
INVIVYD, INC.
−Removed: November 14, 2024
/s/ William Duke, Jr.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.