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Insider Trading Arrangements
 6 Months Ended
Jul. 01, 2023
shares
Insider Trading Arr [Line Items]  
Rule10b51 Arr Adopted Flag true
Non Rule 10b51 Arr Adopted Flag false
Rule 10b51 Arr Trmntd Flag true
Non Rule 10b51 Arr Trmntd Flag false
Mtrl Terms Of Trd Arr [TextBlock]

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 July 1, 2023, 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

 

Adoption of Rule 10b5-1 Plan

5/11/2023

 

3/10/2025

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

Oprah Winfrey

Director

 

Termination of Rule 10b5-1 Plan(3)

5/11/2023

 

12/29/2023

 
•
Sell 916,225 shares
•
Exercise 1,927,608 stock options and sell underlying shares
•
Gift 167,493 shares(2)

 

(1)
The plan duration is or was, as the case may be, 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)
Reflects shares proposed to be transferred by Ms. Winfrey as a gift to The Oprah Winfrey Charitable Foundation (the “Foundation”) and sold by the Foundation.
(3)
This Rule 10b5-1 Plan was originally adopted on November 15, 2022.
Adoption of Rule 10b5-1 Plan [Member]  
Insider Trading Arr [Line Items]  
Trd Arr Ind Name and Title Oprah WinfreyDirector
Trd Arr Action and Type of Plan Adoption of Rule 10b5-1 Plan
Trd Arr Date of Action May 11, 2023
Trd Arr Scheduled Expiration of Plan Mar. 10, 2025 [1]
Adoption of Rule 10b5-1 Plan [Member] | Share-Based Payment Arrangement, Option [Member]  
Insider Trading Arr [Line Items]  
Trd Arr Securities Agg Avail Amt 2,687,063
Termination of Rule 10b5-1 Plan [Member]  
Insider Trading Arr [Line Items]  
Trd Arr Ind Name and Title Oprah WinfreyDirector
Trd Arr Action and Type of Plan Termination of Rule 10b5-1 Plan(3) [2]
Trd Arr Date of Action May 11, 2023
Trd Arr Scheduled Expiration of Plan Dec. 29, 2023 [1]
Termination of Rule 10b5-1 Plan [Member] | Share-Based Payment Arrangement, Option [Member]  
Insider Trading Arr [Line Items]  
Trd Arr Securities Agg Avail Amt 1,927,608
Oprah Winfrey Director [Member] | Adoption of Rule 10b5-1 Plan [Member]  
Insider Trading Arr [Line Items]  
Trd Arr Securities Agg Avail Amt 925,780
Oprah Winfrey Director [Member] | Termination of Rule 10b5-1 Plan [Member]  
Insider Trading Arr [Line Items]  
Trd Arr Securities Agg Avail Amt 916,225
Foundation [Member] | Adoption of Rule 10b5-1 Plan [Member]  
Insider Trading Arr [Line Items]  
Trd Arr Securities Agg Avail Amt 157,968 [3]
Foundation [Member] | Termination of Rule 10b5-1 Plan [Member]  
Insider Trading Arr [Line Items]  
Trd Arr Securities Agg Avail Amt 167,493 [3]
[1] The plan duration is or was, as the case may be, 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 November 15, 2022
[3] Reflects shares proposed to be transferred by Ms. Winfrey as a gift to The Oprah Winfrey Charitable Foundation (the “Foundation”) and sold by the Foundation.