Item 2. Unregistered Sales of Equity Securities
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchases
On June 17, 2016, the Board authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $40.0 million of its outstanding Common Stock. On March 4, 2025, the Board approved a $10.0 million increase in the limit under the Repurchase Program. On June 23, 2025, the Board approved an additional $10.0 million increase in the limit under the Repurchase Program. On December 9, 2025, the Board approved an additional $20.0 million increase for a maximum authorized value of $80.0 million as of January 31, 2026.
Repurchases under the Repurchase Program may be made from time to time in open market transactions or privately negotiated transactions, subject to business and market conditions, applicable legal requirements, and other relevant factors. The Repurchase Program does not obligate the Company to repurchase any specific number of shares, may be suspended or terminated at any time at the discretion of the Board, and has no fixed expiration date.
During the nine months ended January 31, 2026, the Company repurchased 1.3 million shares of Common Stock at a total cost of $22.8 million. As of January 31, 2026, $17.1 million of the $80.0 million authorized amount remained available for repurchase under the Repurchase Program.
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Table of Contents
The following table summarizes the Company’s repurchases of Common Stock during the third quarter of fiscal 2026.
Period Total number of shares purchased Average price paid per share (including fees) Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1)
November 2, 2025 - November 29, 2025 105,398 $ 18.45 105,398 $ 5,720,810
November 30, 2025 - December 27, 2025 — — — $ 25,720,810
December 28, 2025 - January 31, 2026 442,103 $ 19.49 442,103 $ 17,103,852
Total 547,501 547,501
(1) The share repurchases described in the above table were made pursuant to the Repurchase Program authorized by the Board on June 17, 2016, as amended by the Board on March 4, 2025, June 23, 2025, and December 9, 2025.
Shares withheld to satisfy statutory tax withholding requirements related to the vesting of share-based awards are not issued or considered repurchases of our Common Stock under our Repurchase Program and, therefore, are excluded from the table above.
See “Note 8. Financing Agreements” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information about the Repurchase program, including, but not limited to, restrictions on our ability to repurchase shares of Common Stock under the New Credit Facility.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
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.