1 unchanged sentence
(a) Recent sales of unregistered securities
−Removed: During the nine months ended September 30, 2022, approximately 45 thousand shares of our common stock were issued as payment for contingent consideration for previous acquisitions.
+Added: During the three months ended March 31, 2023, approximately 70 thousand shares of our common stock were issued as payment for contingent consideration for previous acquisitions.
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.
2 unchanged sentences
(b) Issuer purchases of equity securities
−Removed: On February 10, 2022, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past eighteen years.
+Added: On February 7, 2023, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past nineteen years.
It was effective beginning April 1, 2023, and the amount of shares to be purchased was reset to five million, and expires one year from the effective date.
3 unchanged sentences
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 September 30, 2022 (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 March 31, 2023 (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: Third Quarter Purchases Total
+Added: First Quarter Purchases Total
Purchased Average
3 unchanged sentences
Under the Plan
−Removed: July 1 – July 31, 2022 201 $ 40.93 201 4,040
−Removed: August 1 – August 31, 2022 202 $ 45.57 202 3,838
−Removed: September 1 – September 30, 2022 341 $ 43.96 341 3,497
−Removed: Third quarter purchases 744 $ 43.58 744
+Added: January 1 – January 31, 2023 50 $ 46.98 50 2,297
+Added: February 1 – February 28, 2023 254 $ 49.00 254 2,043
+Added: March 1 – March 31, 2023 293 $ 48.60 293 1,750
+Added: First quarter purchases 597 $ 48.64 597
According to the terms of our 2022 credit facility, 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.