Rule 10b5-1(c) lets an insider rebut the awareness presumption with a pre-existing written plan. Toggle the plan adoption date relative to the BFLY catalyst and watch the defense flip.

adoption date
Why the Dec 12, 2025 plan adoption date insulates the Aug 10, 2026 sale A legal threshold gate: when the plan adoption date predates the BFLY catalyst, the 10b5-1(c) negative inference is rebutted and the sale is insulated; when it post-dates the catalyst, the affirmative defense fails and the sale reads as opportunistic. Baseline rule trade while aware = illegal 10b5-1(c) presumption arises Defense: written plan amount / price / timing pre-set tested at the gate Load-bearing fact ADOPTION date, not trade date does adoption predate the catalyst? Threshold gate Insulated reads as pre-planned Opportunistic time catalyst · $10.05 Aug 10, 2026 sale Dec 12, 2025 plan

Insulated. Plan adopted Dec 12, 2025; BFLY catalyst post-dates adoption. The 10b5-1(c) presumption is rebutted and the Aug 10, 2026 sale reads as pre-planned.

Adoption date attested by Kalkine Media's Form 4 footnote reporting; EDGAR footnote text was not directly extracted. Switch to the hypothetical state to see how the conclusion flips if the adoption date post-dated the catalyst.