1 unchanged sentence
(c) Rule 10b5-1 Trading Plans
−Removed: During the three months ended March 31, 2024, the following directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):
+Added: During the three months ended June 30, 2024, the following directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):
Name & Title Action Date Rule 10b5-1 Plan Non-Rule 10b5-1 Plan Aggregate number/dollar value of securities to be purchased or sold (1)
Plan expiration date (2)
−Removed: Kate Gulliver , Chief Financial Officer and Chief Administrative Officer
−Removed: March 7, 2024 X
+Added: Steve Conine , Co-Chairman and Co-Founder
Up to 650,000 shares to be sold
+Added: September 5, 2025
+Added: Niraj Shah , Chief Executive Officer, Co-Chairman and Co-Founder
+Added: Up to 650,000 shares to be sold
+Added: September 5, 2025
The “Aggregate number/dollar value of securities to be sold” represents the gross number or value of shares to be sold during the duration of the plan, before excluding any shares sold pursuant to the Company’s mandatory policies to cover necessary tax withholding obligations in connection with the vesting of the securities.
1 unchanged sentence
Each trading arrangement marked as a “Rule 10b5-1 Plan” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1(c), as amended.
−Removed: Other than those disclosed above, none of our directors or officers adopted, modified or terminated, a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” during the three months ended March 31, 2024.
−Removed: Table o f Contents
+Added: Other than those disclosed above, none of our directors or officers adopted, modified or terminated, a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” during the three months ended June 30, 2024.
Incorporated by Reference
16 unchanged sentences
# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
−Removed: Table o f Contents
Pursuant to the requirements of Section 13 or 15(d) 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.
−Removed: May 2, 2024 By:
+Added: August 1, 2024 By:
/s/ NIRAJ SHAH
1 unchanged sentence
(Principal Executive Officer)
−Removed: May 2, 2024 By:
+Added: August 1, 2024 By:
/s/ KATE GULLIVER
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.