Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On November 14, 2022, our board of directors authorized a stock repurchase program under which we may purchase up to $20.0 million of our outstanding common stock.
−Removed: On May 31, 2024, our board of directors authorized a $20.0 million increase in its stock repurchase program, bringing the aggregate amount we may purchase thereunder from $20.0 million to $40.0 million of its outstanding common stock.
−Removed: As of March 31, 2025, approximately $5.0 million remained available for stock repurchases pursuant to our stock repurchase program.
+Added: On November 14, 2022, eGain’s Board of Directors authorized a stock repurchase program under which the Company may purchase up to $20 million of its own outstanding common stock.
+Added: On May 24, 2024, the Board of Directors approved a $20 million increase in its stock repurchase program, bringing the aggregate amount eGain may purchase thereunder from $20 million to $40 million of its outstanding common stock.
+Added: On September 3, 2025, the Board of Directors approved an additional $20 million increase in its stock repurchase program, bringing the aggregate amount eGain may purchase thereunder from $40 million to $60 million of its outstanding common stock.
+Added: As of September 30, 2025, approximately $19.7 million, including associated trading fees and estimated taxes, remained available for stock repurchases pursuant to our stock repurchase program.
Under the stock repurchase program, we may purchase shares of common stock on a discretionary basis from time to time through open market transactions or privately negotiated transactions at prices deemed appropriate by us.
−Removed: In addition, at our discretion, open market repurchase of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.
+Added: In addition, at the discretion of eGain, open market repurchase of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under its insider trading laws or self-imposed trading restrictions.
The timing and number of shares repurchased will be determined based on an evaluation of market conditions and other factors, including stock price, trading volume, general business and market conditions, and the availability of capital.
−Removed: The original stock repurchase program became effective immediately as of November 14, 2022, and was amended on November 14, 2024 to extend the term until the earlier of (i) the date the aggregate amount of shares that can be repurchased under the stock repurchase program have been repurchased and (ii) November 14, 2025, unless further extended.
+Added: On September 3, 2025, the Board of Directors also approved to extend the stock repurchase program until the earlier of (i) the date the aggregate amount of shares that can be repurchased under the stock repurchase program have been repurchased and (ii) the date the Board of Directors decides to terminate the stock repurchase program.
The stock repurchase program does not obligate us to acquire a specified number of shares and may be modified, suspended, or discontinued at any time at our discretion without notice.
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We intend to reissue repurchased shares at a later date and therefore carry the shares as treasury stock, at cost.
−Removed: The following table summarizes the stock repurchase activity for the three months ended of March 31, 2025, and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:
+Added: The following table summarizes the stock repurchase activity for the three months ended September 30, 2025, and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:
Total Number of Shares Purchased
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(in thousands)
−Removed: January 1, 2025 to January 31, 2025
−Removed: February 1, 2025 to February 28, 2025
−Removed: March 1, 2025 to March 31, 2025
+Added: July 1, 2025 to July 31, 2025
+Added: August 1, 2025 to August 31, 2025
+Added: September 1, 2025 to September 30, 2025
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.