Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 8, 2011, the Board of Directors authorized the Company to repurchase up to 500 thousand shares of the Company's outstanding common stock at market price. The plan does not expire. The stock repurchase program may be suspended, terminated, or modified at any time for any reason.
Common stock of CSP Inc. may be repurchased on the open market at the discretion of management. Open market repurchases are made in compliance with the Securities and Exchanges Commission’s Rule 10b-18 in addition to complying with applicable legal and other considerations. Below are the purchases that have been made for the three months ended June 30, 2025.
Period
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced plans
Maximum number that may yet be purchased under the repurchase plan
April 1-30, 2025
—
$
-
—
307,554
May 1-31, 2025
3,300
$
15.07
3,300
307,554
June 1-30, 2025
15,700
$
12.83
15,700
291,854
Total
19,000
$
13.95
19,000
291,854
Item 5. Other
During the three months ended June 30, 2025, no director or officer of the Company adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Number
Description
31.1*
Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Executive Officer
31.2*
Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Financial Officer
41
Table of Contents
32.1*
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101*
The following financial statements for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in eXtensible Business Reporting Language (XBRL) (a) our Condensed Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024, (b) our Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2025 and 2024, (c) our Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2025 and 2024, (d) our Condensed Consolidated Statement of Shareholders’ Equity for the three and nine months ended June 30, 2025 and 2024, (e) our Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2025 and 2024 and (f) the Notes to such Condensed Consolidated Financial Statements.
104*
The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in inline XBRL.
* Filed Herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CSP INC.
August 14, 2025
By:
/s/ Victor Dellovo
Victor Dellovo
Chief Executive Officer,
President and Director
August 14, 2025
By:
/s/ Gary W. Levine
Gary W. Levine
Chief Financial Officer
42
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.