1 unchanged sentence
(a) Recent sales of unregistered securities
−Removed: During the nine months ended September 30, 2023, approximately 129 thousand shares of our common stock were issued as payment for contingent consideration for previous acquisitions.
+Added: During the three months ended March 31, 2024, approximately 129 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 7, 2023, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past nineteen years.
−Removed: 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.
−Removed: The Share Repurchase Program allows us to purchase shares of our common stock (i) in the open market, (ii) in privately negotiated transactions, and (iii) under Rule 10b5-1 trading plans.
+Added: On February 7, 2024, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past twenty years.
+Added: It was effective beginning March 31, 2024, to which the amount of shares to be purchased was reset to five million, and expires one year from the effective date.
+Added: 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.
Privately negotiated transactions may include purchases from our employees, officers and directors, in accordance with SEC rules.
1 unchanged sentence
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, 2023 (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, 2024 (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, 2023 5 $ 52.67 5 4,448
−Removed: August 1 – August 31, 2023 82 $ 54.27 82 4,366
−Removed: September 1 – September 30, 2023 93 $ 53.65 93 4,273
−Removed: Third quarter purchases 180 $ 53.91 180
+Added: January 1 – January 31, 2024 — $ — — 4,138
+Added: February 1 – February 29, 2024 170 $ 66.00 170 3,968
+Added: March 1 - March 31, 2024 — $ — — 3,968
+Added: First Quarter Purchases 170 $ 66.00 170
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.