Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Use of Proceeds
None.
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Table of Contents
Purchases of Equity Securities by the Issuer
During the three months ended March 31, 2024, purchases of common stock were as follows:
Shares Purchased
from Employees in connection with satisfaction of Withholding Tax Obligations Shares Purchased as Part of Publicly
Announced Programs Total Number of Shares Purchased Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Period Number of
Shares Purchased Average Price
Paid per share Number of
Shares Purchased Average Price
Paid per share
January 1, 2024 through January 31, 2024 139,929 $ 32.29 356,025 $ 31.31 495,954 $ —
February 1, 2024 through February 29, 2024 56,406 30.62 270,709 30.60 327,115 $ —
March 1, 2024 through March 31, 2024 4,067 31.75 3,350,084 29.85 3,354,151 $ 375,000,000
Total 200,402 $ 31.81 3,976,818 $ 30.03 4,177,220 —
On October 5, 2021, our board of directors authorized a $300 million (excluding excise tax) common stock repurchase program beginning January 1, 2022 (the “2022 Repurchase Program”).
On February 26, 2024, our board of directors authorized a $500 million (excluding excise tax) common stock repurchase program beginning March 1, 2024 (the “2024 Repurchase Program”), and terminated the 2022 Repurchase Program on February 29, 2024.
On March 15, 2024, we entered into a 2024 ASR Agreement with Citibank to repurchase shares of our common stock for an aggregate purchase price of $125 million, as part of our 2024 Repurchase Program. Upon payment of the aggregate purchase price of $125 million, we received an initial delivery of 3,350,084 shares of our common stock at an initial price of $29.85 per share, representing 80% of the aggregate purchase price. See Note 19 – Capital Structure to our unaudited consolidated financial statements under Part I, Item 1, “Financial Statements” for further details.
Under our two repurchase programs, shares may be purchased by us from time to time from the open market and through private transactions, or otherwise, as determined by our management as market conditions warrant. We have structured open market purchases under our two repurchase programs to comply with Rule 10b-18 under the Exchange Act. Repurchases may be discontinued at any time by management.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
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