Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
We may repurchase shares of our common stock from time to time pursuant to our common stock repurchase authorization. The following table sets forth information concerning our common stock repurchases during the three months ended June 30, 2021. All share repurchases were made in accordance with the safe harbor provisions of Rule 10b-18 under the Securities Exchange Act of 1934.
Total Number of Shares Purchased (1)
Average Price Paid per Share
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)
(In millions)
April 1, 2021 - April 30, 2021 — $ — — $ 1,000.0
May 1, 2021 - May 31, 2021 2,000,000 93.34 2,000,000 813.3
June 1, 2021 - June 30, 2021 617,766 88.15 617,766 758.8
Total 2,617,766 $ 92.11 2,617,766 $ 758.8
_________________
(1) Effective April 20, 2021, our Board of Directors authorized the repurchase of $ 1.0 billion of our common stock, replacing the prior authorization that was effective as of July 30, 2019. The authorization has no expiration date. Share repurchases totaling $ 241.2 million during the three months ended June 30, 2021 were made under the new authorization, leaving $ 758.8 million remaining on the authorization at June 30, 2021.
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ITEM 6. EXHIBITS
(a) Exhibits.
2.1 Agreement and Plan of Merger dated June 29, 2017 by and among D.R. Horton, Inc., Force Merger Sub, Inc. and Forestar Group Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2017).
3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, of the Company dated January 31, 2006, and the Amended and Restated Certificate of Incorporation, as amended, of the Company dated March 18, 1992 (incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, 2006).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2017).
4.1 Indenture, dated as of April 21, 2021, by and among Forestar Group Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Forestar’s Current Report on Form 8-K filed with the SEC on April 21, 2021).
10.1 Amendment No. 10 to Credit Agreement, dated April 20, 2021 by and among the Company, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2021).
10.2 Amendment No. 2 to Credit Agreement, dated April 16, 2021 by and among Forestar Group Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to Forestar’s Current Report on Form 8-K filed with the SEC on April 20, 2021).
22.1 * List of Guarantor Subsidiaries.
31.1 * Certificate of Chief Executive Officer provided pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2 * Certificate of Chief Financial Officer provided pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1 * Certificate provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Company’s Chief Executive Officer.
32.2 * Certificate provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Company’s Chief Financial Officer.
101.INS ** XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH ** Inline XBRL Taxonomy Extension Schema Document.
101.CAL ** Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF ** Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB ** Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE ** Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 ** Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).
* Filed or furnished herewith.
** Submitted electronically herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
D.R. HORTON, INC.
Date: July 23, 2021 By: /s/ Bill W. Wheat
Bill W. Wheat
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: July 23, 2021 By: /s/ Aron M. Odom
Aron M. Odom
Vice President and Controller
(Principal Accounting Officer)
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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.