12 unchanged sentences
under the Plans or
−Removed: July 1-31, 2023
−Removed: August 1-31, 2023
−Removed: September 1-30, 2023
+Added: January 1-31, 2024
+Added: February 1-29, 2024
+Added: March 1-31, 2024
(1) Includes shares reacquired through the withholding of shares to pay employee tax obligations upon the exercise of options or vesting of restricted shares previously granted under our long-term incentive plans.
−Removed: In July 2016, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $150.0 million of our outstanding shares of common stock through July 2018 (the “Program”).
−Removed: Pursuant to additional authorizations and extensions of the Program approved by our Board of Directors, we are authorized to repurchase up to $1,700.0 million of our outstanding shares of common stock through December 31, 2026.
−Removed: Repurchases under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors.
+Added: On July 29, 2016, our Board of Directors approved our share repurchase program authorizing us to repurchase up to $150.0 million of our outstanding shares of common stock (the “Program”).
+Added: Since inception of the Program, we have been further authorized to repurchase up to an aggregate of $1,700.0 million of our outstanding shares of common stock through December 31, 2026.
+Added: Repurchases of our common stock under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors.
The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.
−Removed: During the three months ended September 30, 2023, we repurchased 0.5 million shares under the Program for a total cost of $40.0 million, excluding commissions and taxes, or an average price of $74.80 per share.
−Removed: During the nine months ended September 30, 2023, we repurchased 1.3 million shares under the Program for a total cost of $97.0 million, excluding commissions and taxes, or an average price of $72.09 per share.
−Removed: Since inception and through September 30, 2023, we have repurchased 13.7 million shares under the Program for a total cost of $948.2 million, excluding commissions and taxes, or an average price of $69.00 per share.
+Added: During the three months ended March 31, 2024, we repurchased 0.1 million shares under the Program for a total cost of $15.0 million, excluding commissions and taxes, or an average price of $105.20 per share.
+Added: Since inception and through March 31, 2024, we have repurchased 14.3 million shares under the Program for a total cost of $998.2 million, excluding commissions and taxes, or an average price of $69.68 per share.
DEFAULTS U PON SENIOR SECURITIES
3 unchanged sentences
Trading Arrangements of Directors and Executive Officers
−Removed: On August 31, 2023 , Victor D.
−Removed: Grizzle , our President and Chief Executive Officer , entered into a new 10b5-1 plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities and Exchange Act of 1934, as amended.
−Removed: This plan provides for the exercise and sale of 22,914 stock options at market price on December 28, 2023.
−Removed: The stock options subject to this plan have a ten-year exercise term limit and are scheduled to expire on February 25, 2024.
+Added: During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
+Added: Offer Letter to Dawn Kirchner-King dated March 22, 2024.
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.
4 unchanged sentences
Section 1350.
−Removed: Inline XBRL Instance Document –
−Removed: the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: 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.
Inline XBRL Taxonomy Extension Schema.
3 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase.
−Removed: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 has been formatted in Inline XBRL.
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 has been formatted in Inline XBRL.
+Added: * Management Contract or Compensatory Plan
Filed herewith.
8 unchanged sentences
Controller (Principal Accounting Officer)
−Removed: October 24, 2023
+Added: April 30, 2024
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.