Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Period Total number of shares
(or units) purchased (1)
Average price
paid per share
(or unit)
Total number of shares (or units) purchased as part of publicly announced plans or programs (2)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (3)
January 1, 2023 - January 31, 2023
Open Market Purchases 375,573 $ 133.03 375,100
February 1, 2023 - February 28, 2023
Open Market Purchases 538,124 $ 134.02 339,286
March 1, 2023 - March 31, 2023
Open Market Purchases 518,483 $ 114.65 508,120
Total 1,432,180 $ 126.75 1,222,506 $ 649 million
(1) In accordance with the terms of its equity compensation plans, Allstate acquired the following shares in connection with the vesting of restricted stock units and performance stock awards and the exercise of stock options held by employees and/or directors. The shares were acquired in satisfaction of withholding taxes due upon exercise or vesting and in payment of the exercise price of the options.
January: 473
February: 198,838
March: 10,363
(2) From time to time, repurchases under our programs are executed under the terms of a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934.
(3) In August 2021, we announced the approval of a common share repurchase program for $5 billion. The Inflation Reduction Act, enacted in August 2022 imposes a 1% excise tax on stock repurchases occurring after December 31, 2022. The excise tax on stock repurchases is classified as an additional cost of the stock acquired included in treasury stock in shareholders’ equity .
First Quarter 2023 Form 10-Q 77
Item 6. Exhibits
(a) Exhibits
The following is a list of exhibits filed as part of this Form 10-Q.
Incorporated by Reference
Exhibit
Number
Exhibit Description Form File
Number
Exhibit Filing
Date
Filed or
Furnished
Herewith
3.1 Restated Certificate of Incorporation filed with the Secretary of State of Delaware on May 23, 2012
8-K 1-11840 3(i) May 23, 2012
3.2 Amended and Restated Bylaws of The Allstate Corporation as amended November 19, 2015
8-K 1-11840 3.1 November 19, 2015
3.3 Certificate of Designations with respect to the Preferred Stock of the Registrant, Series H, dated August 5, 2019
8-K 1-11840 3.1 August 5, 2019
3.4 Certificate of Designations with respect to the Preferred Stock of the Registrant, Series I, dated November 6 , 2019
8-K 1-11840 3.1 November 8, 2019
3.5 Certificate of Elimination with respect to the Preferred Stock, Series A, C, D, E and F of the Registrant, dated February 20, 2020
10-K 1-11840 3.6 February 21, 2020
3.6 Cer tificate of Elimination with re spect to the Pref erred Stock, S eries G of the Registrant, dated May 1 , 2023
X
4 The Allstate Corporation hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of holders of each issue of long-term debt of it and its consolidated subsidiaries
10.1 Offer Letter dated March 9, 2022 to Robert Toohey
X
15 Acknowledgment of awareness from Deloitte & Touche LLP, dated May 3, 20 23 , concerning unaudited interim financial information
X
31(i) Rule 13a-14(a) Certification of Principal Executive Officer
X
31(i) Rule 13a-14(a) Certification of Principal Financial Officer
X
32 Section 1350 Certifications
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
78 www.allstate.com
Signature
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.
The Allstate Corporation
(Registrant)
May 3, 2023 By
/s/ John C. Pintozzi
John C. Pintozzi
Senior Vice President, Controller and Chief Accounting Officer
(Authorized Signatory and Principal Accounting Officer)
First Quarter 2023 Form 10-Q 79
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.