Item 2. Unregistered Sales of Equity Securities
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Sales of Unregistered Securities during the Quarter ended June 30, 2024
During the quarter ended June 30, 2024, the Company did not issue any securities in transactions that were not registered under the Securities Act of 1933, as amended.
(b) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity during the three months ended June 30, 2024 was as follows:
CNDT Q2 2024 Form 10-Q
34
Table of Contents
Period Total Number of Shares Purchased (1) (2)
Average Price Paid Per Share (3)
Total Number of Shares Purchased as a Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet Be Purchased Under Plan (in millions)
April 1-30, 2024 2,101,902 $ 3.18 2,101,902 $ 25
May 1-31, 2024 1,474,177 3.70 1,474,177 19
June 1-30, 2024 39,700,862 3.46 1,551,526 14
Total 43,276,941 $ 3.46 5,127,605 $ 14
(1) On May 16, 2023, the Board of Directors authorized a three year share repurchase program, granting approval for the Company to repurchase up to $75 million of its common stock from time to time as market and business conditions warrant, including through open market purchases or Rule 10b5-1 trading plans.
(2) As disclosed in Note 13 – Common Stock and Preferred Stock, on June 8, 2024, the Company entered into a purchase agreement with the Icahn Parties pursuant to which the Company agreed to purchase an aggregate of approximately 38 million shares of the Company’s Common Stock, at a price of $3.47 per share, for an aggregate purchase price of approximately $132 million. The transaction closed on June 10, 2024.
(3) Average share price includes transaction commissions.
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 — MINE SAFETY DISCLOSURES
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.