DXP ENTERPRISES INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. Recent Sales of Unregistered Securities DXP Enterprises, Inc. issued 36,549 unregistered shares of DXP Enterprises, Inc.’s common stock as part of the consideration for the September 1, 2022 acquisition of Sullivan. The unregistered shares were issued to the sellers of Sullivan. We relied on Section 4(a)(2) of the Securities Exchange Act as a basis for exemption from registration. All issuances were as a result of private negotiation, and not pursuant to public solicitation. In addition, we believe the shares were issued to “accredited investors” as defined by Rule 501 of the Securities Act. Issuer Purchases of Equity Securities A summary of our purchases of DXP Enterprises, Inc. common stock during the third quarter of fiscal year 2022 is as follows: Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2) Jul 1 -Jul 31 — $ — — $ 46,632 Aug 1 - Aug 31 51,678 28.06 — 46,632 Sep 1 - Sep 30 73,954 26.04 — 46,632 Total 125,632 — 46,632 (1) There were 960 shares transferred from employees in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted stock during the three months ended September 30, 2022. (2) On May 12, 2021, the Company announced the Share Repurchase Program pursuant to which we may repurchase up to $85.0 million worth, or 1.5 million shares of the Company's outstanding common stock over the next 24 months. As of September 30, 2022, approximately $46.6 million or approximately 132 thousand shares remained available under the $85.0 million Share Repurchase Program. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. MINE SAFETY DISCLOSURES. None.