What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-02-28 compared with 2022-03-01 · 41 added, 3 removed, 14 unchanged (76% of the section changed)

4 unchanged sentences

A substantially greater number of holders of our common stock hold their shares in “street name” through banks, brokers and other financial institutions.

On August 4, 2021, our board of directors declared a special cash dividend of $3.20 per share using proceeds from the sale of the Performance Chemicals business.

The dividend was paid on August 23, 2021 to our stockholders of record at the close of business on August 12, 2021.

We have not and do not currently intend to pay regular dividends on our common stock in the foreseeable future.

2 unchanged sentences

Stock Performance Graph

The graph below shows the cumulative total shareholder return of our common stock for the period from September 29, 2017 (the date our common stock began trading on the NYSE) to December 31, 2021 as compared to the cumulative total return of the Russell 2000 Total Return Index and the S&P 1500 Specialty Chemicals Index, assuming an investment of $100 made at the respective closing prices on September 29, 2017.

The graph below shows the cumulative total shareholder return of our common stock for the period from December 31, 2017 to December 31, 2022 as compared to the cumulative total return of the Russell 2000 Total Return Index and the S&P 1500 Specialty Chemicals Index, assuming an investment of $100 made at the respective closing prices on December 31, 2017.

The information contained in the graph below is furnished and therefore not to be considered “filed” with the SEC, and is not incorporated by reference into any document that incorporates this Form 10-K by reference.

3 unchanged sentences

SP 1500 Spec Chem 100 94 111 129 165 124

Issuer Purchases of Equity Securities

2022 Stock Repurchase Program

The following table contains information about purchases of our common stock during the fourth quarter of 2022.

Total Number of

Shares of Common Stock

Purchased as Part of

Publicly Announced

Plan or Programs Maximum Number

(or Dollar Value) of

Shares of Common Stock

that May Yet Be

Purchased Under the

Plans or Programs

Total Number of

Shares of Common

Stock Purchased (1)

Average Price

Paid per Share of

Common Stock (2)

October 1, 2022—October 31, 2022 — $ — — $376,328

November 1, 2022—November 30, 2022 8,000,000 $ 7.88 — $313,298

December 1, 2022—December 31, 2022 — $ — — $313,298

Total 8,000,000

(1) In April 2022, our Board of Directors approved and announced a new stock repurchase program authorizing the repurchase of up to $450 million of the Company’s outstanding common stock over the next four years.

This program is expected to be funded using cash on hand and cash generated from operations.

We primarily expect to conduct the repurchase program through negotiated transactions with the Company’s equity sponsors, as well as through open market repurchases or other means, including through Rule 10b-18 trading plans or through the use of other techniques such as accelerated share repurchases.

The actual timing, number and nature of shares repurchased will depend on a variety of factors, including stock, price, trading volume, and general business and market conditions.

The repurchase program does not obligate us to acquire any number of shares in any specific period or at all and may be amended, suspended or discontinued at any time at our discretion.

On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.

Among other things, the IRA imposes a 15% corporate alternative minimum tax for certain large corporations with average annual adjusted financial statement income in excess of $1 billion for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy.

Historically the Company has made discretionary share repurchases under its share repurchase programs.

Beginning in 2023, these transactions will be subject to the excise tax of the IRA.

Based on the Company’s historical net repurchase activity, the excise tax and the other provisions of the IRA are not expected to have a material impact on the Company’s results of operations or financial position.

During the three months ended December 31, 2022, in connection with a secondary offering of the Company’s common stock in November 2022, the Company repurchased 8,000,000 shares of its common stock sold in the offering from the underwriters at a price of $7.88 per share for a total of $63.0 million.

As of December 31, 2022, $313.3 million was available for additional share repurchases under the program.

(2) Excludes brokerage commissions and other costs of execution.

Tax Withholdings

In connection with the vesting of restricted stock awards, restricted stock units and performance stock units, shares of common stock may be delivered to the Company by employees to satisfy withholding tax obligations at the instruction of the employee award holders.

These transactions when they occur are accounted for as stock repurchases by the Company, with the shares returned to treasury stock at a cost representing the payment by the Company of the tax obligations on behalf of the employees in lieu of shares for the vesting unit.

There were no such transactions during the three months ended December 31, 2022.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity