1 unchanged sentence
(a) Recent sales of unregistered securities
−Removed: During the three months ended March 31, 2025, approximately 33 thousand shares of our common stock were issued as payment for contingent consideration for previous acquisitions.
−Removed: In addition, the Company delivered 3.7 million shares to the selling shareholders pursuant to the terms of the Transaction.
+Added: During the three months ended June 30, 2025, approximately 14 thousand shares of our common stock were issued as payment for contingent consideration for previous acquisitions.
+Added: In addition, the Company delivered 0.9 million shares of our common stock to the selling shareholders pursuant to the terms of the Transaction.
The foregoing shares were issued in transactions not involving a public offering in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.
4 unchanged sentences
It was effective beginning March 31, 2025, from which the amount of shares of common stock available to be purchased by the Company was reset to five million shares, and the Share Repurchase Program expires on March 31, 2026.
−Removed: This authorization allows us to purchase shares of our common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans.
+Added: This authorization allows us to purchase shares of our
+Added: common stock (i) in the open market, (ii) in privately negotiated transactions, or (iii) under Rule 10b5-1 trading plans.
Privately negotiated transactions may include purchases from our employees, officers and directors, in accordance with SEC rules.
−Removed: Privately negotiated transactions may also include purchases from former partners of Marcum pursuant to the Company's right, but not obligation, to repurchase any shares issued to such former partners as consideration for the Transaction, in the event that the former partner intends to sell the shares in a market transaction in the four years following closing.
+Added: Privately negotiated transactions may also include purchases from former partners of Marcum pursuant to the Company's right, but not obligation, to repurchase any shares issued to such former partners as consideration for the Transaction, in the event that the former partner intends to sell the shares in an open market transaction in the four years following closing.
Rule 10b5-1 trading plans allow for repurchases during periods when we would not normally be active in the trading market due to regulatory restrictions.
The Share Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended at any time.
−Removed: Shares repurchased under the Share Repurchase Program during the three months ended March 31, 2025 (reported on a trade-date basis) are summarized in the table below (amounts in thousands, except per share data).
+Added: Shares repurchased under the Share Repurchase Program during the three months ended June 30, 2025 (reported on a trade-date basis) are summarized in the table below (amounts in thousands, except per share data).
Average price paid per share includes fees and commissions.
Issuer Purchases of Equity Securities
−Removed: First Quarter Purchases Total
+Added: Second Quarter Purchases Total
Purchased Average
3 unchanged sentences
Under the Plan
−Removed: January 1 – January 31, 2025 — $ — — 4,996
−Removed: February 1 – February 28, 2025 88 $ 87.54 88 4,908
−Removed: March 1 - March 31, 2025 — $ — — 4,908
−Removed: First Quarter Purchases 88 $ — 88
+Added: April 1 – April 30, 2025 — $ — — 5,000
+Added: May 1 – May 31, 2025 617 $ 71.81 617 4,383
+Added: June 1 - June 30, 2025 374 $ 72.24 374 4,009
+Added: Second Quarter Purchases 991 991
According to the terms of our 2024 Credit Facilities, our ability to declare or make any dividend payments is limited.
5 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.