Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sale of Securities
None
Use of Initial Public Offering Proceeds
On September 10, 2025, the SEC declared effective our Registration Statement on Form S‑1 (File No. 333‑289695), as amended, filed in connection with our IPO. There has been no material change in the planned use of the net proceeds from our IPO as described in our Prospectus.
Repurchases
On February 25, 2026, the Company’s Board of Directors authorized a Share Repurchase Program under which the Company may repurchase up to $200 million of its Class A and Blockchain common stock over the following 12 months subject to market conditions, contractual restrictions and other factors.
Repurchases under the Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, accelerated share repurchase transactions, or by other means in accordance with applicable securities laws and regulations. The timing, number of shares repurchased, and prices paid will depend on market conditions, share price, trading volume, corporate considerations, and other factors. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company also treats shares of common stock withheld for tax purposes on behalf of employees in connection with the vesting of RSUs as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are considered common stock repurchases under our authorized common stock repurchase program. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.
This Share Repurchase Program does not obligate the Company to acquire any particular amount of stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. As of March 31, 2026, the Company had not repurchased shares under this repurchase program.
The following table summarizes purchases of our own equity securities during the three months ended March 31, 2026 (dollars in thousands, except per share amounts):
Period Total Number of Shares Purchased Average Price 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
January 1-31 — $ — — $ —
February 1-28 (1)
312,500 32.00 312,500 200,000,000
March 1-31 — — — 200,000,000
Total 312,500 $ 32.00 312,500
(1) In February 2026 the Company completed a secondary public offering of 4,375,000 shares of its Series A Blockchain Common Stock. The selling stockholders in the offering agreed to sell 4,687,500 shares of Class A common stock to the underwriters; the Company did not raise proceeds through this offering. In conjunction with the offering, the Company repurchased 312,500 of Class A common stock, subsequently held in treasury,
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that were subject to the offering at an aggregate amount of approximately $10 million at $32.00 per share, which were incremental to the $200 million Board approved repurchase authorization on February 25, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
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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.