3 unchanged sentences
Holders of Record
−Removed: As of February 9, 2024, there were nine and 59,170 stockholders of record and beneficial holders, respectively, of our Class A common stock.
+Added: As of February 7, 2025, there were 10 and 44,813 stockholders of record and beneficial holders, respectively, of our Class A common stock.
As of February 7, 2025, there were two and one stockholders of record of our Class B common stock and Class C common stock, respectively.
Dividend Policy
−Removed: On August 1, 2023, our Board of Directors approved a decrease of the regular quarterly cash dividend on our Class A common stock to $0.125 per share from $0.625 per share, which is funded with all or a portion of the Excess Tax Distribution (as defined below).
−Removed: On February 18, 2022, our Board of Directors had approved an increase of the regular quarterly cash dividend on our Class A common stock to $0.625 per share from $0.50
−Removed: per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remainder was funded with all or a portion of the Excess Tax Distribution (as defined below).
−Removed: Prior to February 18, 2022, our quarterly cash dividend on our Class A common stock was raised in several incremental steps from our first cash dividend of $0.08 per share on December 20, 2016.
−Removed: Also, prior to 2021, the portion of our cash dividend relating to all or a portion of the Excess Tax Distribution was referred to as a special dividend.
+Added: Since 2023, we have made a regular quarterly cash dividend of $0.125 per share of Class A common stock and intend to continue to do so, subject to the discretion of our Board of Directors and the other factors described below.
CWGS, LLC is required to make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations.
3 unchanged sentences
In general, tax distributions are made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described in our Tax Receivable Agreement) and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (46.70% in 2024, 2023 and 2022), regardless of the actual final tax liability of any such member.
−Removed: Typically, based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
−Removed: Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant.
+Added: Typically, based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax
+Added: liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
+Added: Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, any Excess Tax Distributions, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant.
Additionally, our ability to distribute any Excess Tax Distribution will also be contingent on no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us, which will be affected by the LLC Conversion, and our actual tax liability.
19 unchanged sentences
Stock Performance Graph
−Removed: The following graph and table illustrate the total return for the five years ended December 31, 2023 for (i) our Class A common stock, (ii) the Standard and Poor’s (“S&P”) 500 Index, and (iii) the S&P 500 Consumer Discretionary Distribution & Retail Index (formerly named the S&P 500 Retailing Index).
+Added: The following graph and table illustrate the total return for the five years ended December 31, 2024 for (i) our Class A common stock, (ii) the Standard and Poor’s (“S&P”) 500 Index, and (iii) the S&P 500 Consumer Discretionary Distribution & Retail Index.
The comparisons reflected in the graph and table are not intended to forecast the future performance of our stock and may not be indicative of future performance.
13 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.