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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 43 added, 39 removed, 200 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023 pursuant to Rule 13a‑15 under the Exchange Act.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024 pursuant to Rule 13a‑15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

2 unchanged sentences

Changes in Internal Control over Financial Reporting

Except for the changes to remediate the previous material weaknesses described below, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Material Weakness Remediation

As previously reported, management identified a material weakness in the Company’s internal control over financial reporting as of December 31, 2022, related to management’s risk assessment process over IT General Controls (“ITGCs”), the design and implementation of ITGCs, including certain controls over logical access, segregation of duties and change management, and certain process level controls including information used in the execution of those controls that impacted our financial reporting processes.

The material weakness did not result in any identified misstatements in the financial statements, and there were no changes to previously issued financial results.

In order to remediate the material weakness, management implemented measures to ensure that control deficiencies contributing to the material weakness were remediated, such that these controls were designed, implemented and operating effectively.

The remediation actions included:

• Developing enhanced risk assessment procedures and controls to address IT risks related to key systems that support financial reporting;

• Broadening the scope and improving the effectiveness of existing ITGCs for access management, segregation of duties, change management and computer operations;

• Enhancing documentation of our IT controls for systems key to our financial reporting process;

• Providing training relating to the importance and execution of ITGCs for key systems that support financial reporting;

• Performing an in-depth analysis of the roles and accesses within key financial reporting systems and redesigning roles and accesses to support a stronger control environment;

• Engaging internal and external resources to assist with remediation and monitoring remediation progress.

As a result of these efforts, our management determined that the previously identified material weakness was remediated as of December 31, 2023.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the twelve months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

40 unchanged sentences

Other Information.

Rule 10b5-1 Trading Plans

Our officers, as defined in Rule 16a-1(f) of the Exchange Act (“Section 16 Officers”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense in Rule 10b5-1(c) of the Exchange Act.

During the three months ended December 31, 2024, the following Section 16 Officers adopted or terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K of the Exchange Act:

Adoption Date Expiration Date Total number of securities to be sold

Russell Burke

Chief Financial Officer

Adoption 09/06/2024 07/28/2025 Up to 49,590 shares

Lauren Antonoff

Chief Operating Officer

Adoption 11/27/2024 12/01/2025 Up to 55,005 shares

General Counsel

Adoption 11/27/2024 12/01/2025 Up to 55,005 shares

John Philip Coghlan Chair of the Board of Directors Adoption

12/06/2024 12/05/2025 Up to 31,250 shares

Additionally, on November 15, 2024 , Chris Hulls , our Chief Executive Officer , terminated his 10b5-1 trading plan.

Hulls’ 10b5-1 trading plan was originally adopted on September 12, 2024 and was designed to be in effect until August 31, 2025.

The aggregate number of shares of common stock to be sold pursuant to Mr.

Hulls’ 10b5-1 trading plan was 219,000 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

6 unchanged sentences

The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate by reference into this Annual Report on Form 10-K the information on or accessible through our website.

We have insider trading policies and procedures that govern the purchase, sale and other disposition of our securities by directors, officers, employees and contractors, as well as by the Company itself.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation.

16 unchanged sentences

Filing Date Exhibit Number

2.1†* Agreement and Plan of Merger dated November 22, 2021, by and among Life360, Inc., Triumph Merger, Sub, Inc., Tile, Inc., and Fortis Advisors LLC.

10-12G/A 000-56424 July 5, 2022 2.1

2.2†* Amendment No.

1 to Agreement and Plan of Merger dated December 20, 2021, by and among Life360, Inc., Triumph Merger, Sub, Inc., Tile, Inc., and Fortis Advisors LLC.

10-12G/A 000-56424 July 5, 2022 2.2

2.3†* Agreement and Plan of Merger dated July 27, 2021, by and among Life360, Inc., Jiobit Merger Sub I, Inc., Jiobit Merger Sub II, LLC, Jio, Inc.

and Shareholder Representative Services LLC.

10-12G/A 000-56424 July 5, 2022 2.3

2.4†* Amendment No.1 to Agreement and Plan of Merger dated August 31, 2021, by and among Life360, Inc., Jiobit Merger Sub I, Inc., Jiobit Merger Sub II, LLC, Jio, Inc.

and Shareholder Representative Services LLC.

10-12G/A 000-56424 July 5, 2022 2.4

2.5†* Second Amendment dated April 11, 2022, by and between Life360, Inc.

and Shareholder Representative Services LLC, to that certain Agreement and Plan of Merger dated July 27, 2021, by and among Life360, Inc., Jiobit Merger Sub I, Inc., Jiobit Merger Sub II, LLC, Jio, Inc.

and Shareholder Representative Services LLC.

10-12G/A 000-56424 July 5, 2022 2.5

3.1* Amended and Restated Certificate of Incorporation of the Company.

10-12G/A 000-56424 July 5, 2022 3.1

3.1* Restated Certificate of Incorporation of the Company

000-56424 June 3, 2024

Amended and Restated Bylaws of the Company

March 23, 2023 3.2

June 3, 2024 3.2

4.1†* Fourth Amended and Restated Investors’ Rights Agreement dated September 18, 2018, by and among Life360, Inc., the Founders, the Existing Preferred Holders and the New Investors

6 unchanged sentences

Form of Amended and Restated 2011 Stock Plan Restricted Stock Unit Agreement

000-56424 February 29, 2024

Form of Amended and Restated 2011 Stock Plan Stock Option Agreement

000-56424 February 29, 2024

10.5+* Life360 Compensation Plan for Board Directors and Company Leadership

9 unchanged sentences

10-12G/A 000-56424 July 5, 2022 10.9

10.9+* Offer Letter, dated September 5, 2019, between Life360, Inc.

and Samir Kapoor.

10-12G/A 000-56424 July 5, 2022 10.10

Retention Bonus Letter between Life360, Inc.

7 unchanged sentences

and Placer Labs Inc.

000-56424 February 29, 2024

Warranty Program Agreement, dated June 26, 2020, by and between Cover Genius Warranty Services, LLC and Tile, Inc.

23 unchanged sentences

000-56424 August 14, 2023

10.21†* Sublease Agreement for 30 North LaSalle Street, Chicago, Illinois, dated as of March 9, 2019, by and between Bin Insurance Holdings, LLC and Jio, Inc.

10-12G/A 000-56424 July 5, 2022 10.34

Vendor Terms and Conditions between Tile, Inc.

11 unchanged sentences

Form of Non-Executive Director Appointment Letter

Letter from BDO USA, LLP, dated April 7, 2023

April 10, 2023

February 29, 2024

F orm of 2023 Severance and Change in Control Plan

E mpl oyment Agreement , dated May 11, 2020, by and between Life360, Inc.

and Russell Burke

E m ploy ment Agreeme nt , dated May 2, 2023, by and between Life360, Inc.

and Lauren Antonoff

Employment Agreement, dated July 31 , 2023, by and between Life360, Inc.

and Susan Stick

J abil Manufacturing Services Agreement , dated October 25, 2024, by and between Life360, Inc .

and Jabil Inc., for itself and Jabil Circuit (Singapore) P te.

November 12, 2024

Exclusivity and Revenue Share Agreement with Hubble Network Inc.

Insider Trading Policy

List of Subsidiaries of the Company

9 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incentive Compensation Recoupment Policy

101.INS Inline XBRL Instance Document X

46 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.

What changed 10-K

Item 9A. Controls and Procedures