Item 5. Other Information
Item 5. Other Information
(a) None
(b) None
(c) 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 March 31, 2025, the following Section 16 Officers adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K of the Exchange Act:
Name
Title
Action
Adoption Date
Expiration Date
Total number of securities to be sold
Charles (CJ) Prober
Director
Adoption
3/14/2025 11/30/2026 Up to 142,752 shares
Brit Morin
Director
Adoption
3/17/2025 3/16/2026 Up to 48,032 shares
No other Section 16 Officers or directors adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K of the Exchange Act, during the three months ended March 31, 2025.
35
Table of Contents
Departure of Named Executive Officer
On May 9, 2025, the Company and Susan Stick, the Company’s General Counsel and Corporate Secretary, mutually determined that, effective as of June 2, 2025, Ms. Stick would no longer serve in her roles as the Company’s General Counsel and Corporate Secretary. In connection with her separation and subject to Ms. Stick’s execution and non-revocation of a release of claims in favor of the Company, Ms. Stick will receive (i) severance payments equal to $187,500, representing six (6) months of her base salary, and $84,375, representing an amount equal to six-months of her 2025 target annual bonus, and (ii) up to six-months of reimbursements for continued coverage under the Company’s health plans. In addition, in order to facilitate an orderly transition of her duties, Ms. Stick will serve as a consultant to the Company through June 2, 2026, with her outstanding restricted stock units to continue to vest during the term of Ms. Stick’s service as a consultant.
36
Table of Contents
Item 6. Exhibits
Incorporated by Reference
Exhibit
No.
Description Filed Herewith
Form File No. Filing Date Exhibit No.
3.1
Restated Certificate of Incorporation of the Company
8-K
000-56424
June 3, 2024
3.1
3.2 Amended and Restated Bylaws of the Company
8-K
000-56424
June 3, 2024
3.2
31.1 Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Exchange Act.
X
31.2 Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Exchange Act.
X
32.1* Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
X
104 Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101) X
_____________________
* This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
37
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIFE360, INC.
Dated: May 12, 2025
By: /s/ Chris Hulls
Chris Hulls
Chief Executive Officer
(Principal Executive Officer)
Dated: May 12, 2025
By: /s/ Russell Burke
Russell Burke
Chief Financial Officer
(Principal Financial Officer)
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.