Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
On July 26, 2024, our Board of Directors approved a new share repurchase authorization of up to $650 million of our common stock over the three-year period from September 4, 2024 through September 4, 2027. We may make purchases under this repurchase program from time to time in the open market at prevailing market prices (including through a Rule 10b5-1 Plan), in privately negotiated transactions, or through any combination of these methods. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of our stock, general market and economic conditions, our liquidity requirements, applicable legal requirements and other business considerations. We are not obligated to acquire any number of shares in any specific period or at all, and we may suspend or discontinue our share repurchase program at any time at our discretion. As of June 30, 2025, we repurchased a total of 3,563,822 outstanding shares at an aggregate cost of $175 million, and we had $475 million remaining available for future repurchase under this program.
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Period
Total number
of shares
purchased
Average price
paid per share (1)
Total number
of shares
purchased as
part of publicly
announced
plans or
programs
Maximum dollar
value of shares
that may yet
be purchased
under the plans
or programs
(in millions)
Apr. 1, 2025 through Apr. 30, 2025
889,258
$
39.36
889,258
$
504
May 1, 2025 through May 31, 2025
277,510
54.05
277,510
489
Jun. 1, 2025 through Jun. 30, 2025
247,894
57.44
247,894
475
Total
1,414,662
$
45.41
1,414,662
$
475
(1) The average price paid per share is calculated on a trade date basis and excludes associated commissions and taxes.
See Liquidity and Capital Resources – Liquidity in Part I, Item 2 of this Quarterly Report on Form 10-Q for more information.
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ITEM 6. EXHIBITS
Exhibit
Number
Description
2.1
Share Purchase Agreement, dated June 3, 2024, by and among Frontdoor, Inc., 2-10 HBW Acquisition, L.P., and 2-10 Holdco, Inc. (incorporated by reference to Exhibit 2.1 to Frontdoor’s Current Report on Form 8-K filed on June 4, 2024).
3.1
Restated Certificate of Incorporation of Frontdoor, Inc. (incorporated by reference to Exhibit 3.1 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
3.2
Amended and Restated Bylaws of Frontdoor, Inc. (incorporated by reference to Exhibit 3.2 to Frontdoor’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023).
10.1*
Offer Letter dated May 21, 2025, from Frontdoor, Inc. to Balakrishnan Ganesh.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104*
Cover page formatted as Inline XBRL and included in Exhibit 101.
* Filed herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by Frontdoor in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FRONTDOOR, INC.
Date: August 5, 2025
By:
/s/ Jessica P. Ross
Name:
Jessica P. Ross
Title:
Senior Vice President and Chief Financial Officer
(principal financial officer)
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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.