1 unchanged sentence
(a) Recent sales of unregistered securities
−Removed: In connection with the Transaction, we agreed to issu e 14.3 million shares of our common stock to Marcum’s partners in installments over approximately four years, commencing on January 2, 2025.
−Removed: Refer to Note 12.
−Removed: Subsequent Events to the accompanying unaudited condensed consolidated financial statements for further discussion regarding the Transaction.
−Removed: The offering and sale of the shares of common stock issuable pursuant to the Transaction was made in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as transactions by an issuer not involving a public offering.
−Removed: During the nine months ended September 30, 2024, approximately 117 thousand shares of our common stock were issued as payment for contingent consideration for previous acquisitions.
+Added: 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.
+Added: In addition, the Company delivered 3.7 million shares 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.
3 unchanged sentences
On February 11, 2025, our Board of Directors authorized the continuation of the Share Repurchase Program, which has been renewed annually for the past twenty years.
−Removed: It was effective beginning March 31, 2024, from which the amount of shares to be purchased was reset to five million, and expires one year from the effective date.
+Added: 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.
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.
+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 a 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 September 30, 2024 (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, 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: Third Quarter Purchases Total
+Added: First Quarter Purchases Total
Purchased Average
3 unchanged sentences
Under the Plan
−Removed: July 1 – July 31, 2024 — $ — — 5,000
−Removed: August 1 – August 31, 2024 — $ — — 5,000
−Removed: September 1 - September 30, 2024 3 $ 75.15 3 4,997
−Removed: Third Quarter Purchases 3 $ — 3
−Removed: According to the terms of our 2022 credit facility and 2024 Credit Facilities, our ability to declare or make any dividend payments is limited.
+Added: January 1 – January 31, 2025 — $ — — 4,996
+Added: February 1 – February 28, 2025 88 $ 87.54 88 4,908
+Added: March 1 - March 31, 2025 — $ — — 4,908
+Added: First Quarter Purchases 88 $ — 88
+Added: According to the terms of our 2024 Credit Facilities, our ability to declare or make any dividend payments is limited.
Refer to Note 5, Debt and Financing Arrangements, to the condensed consolidated financial statements for a description of working capital restrictions and limitations on the payment of dividends.
4 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.