Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered
Sales
There
were no unregistered sales of the Company’s equity securities during the three months ended December 31, 2025, that were not previously
disclosed in a Current Report on Form 8-K.
Share
Repurchases
In
November 2025, the Company’s Board of Directors authorized a share repurchase program permitting the Company to purchase up to $1
billion of its common stock through September 30, 2027. Repurchases may be made from time to time through open-market purchases, block
trades, and/or privately negotiated transactions (including accelerated share repurchases), and may include Rule 10b5-1 trading plans.
Any repurchase will be executed in compliance with Rule 10b-18 of the Securities Exchange Act of 1934. The Company may determine the timing,
amount and method of repurchases based on market conditions, share price, legal and regulatory requirements, and other considerations
in its sole discretion. The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended
or terminated at any time.
During
the three months ended December 31, 2025, the Company executed open market purchases of approximately 1.5 million shares at an average
cost of $7.07 per share for an aggregate cost of $10,883,000, inclusive of fees and commissions. As of December 31, 2025, approximately
$989.1 million remained available for future purchases under the share repurchase program.
30
Issuer Purchases of Equity Securities
The following table summarizes our purchases of
common stock in the three months ended December 31, 2025:
(a)
(b)
(c)
(d)
Period
Total number of shares purchased (1)
Weighted average price paid per share (2)
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
October 1, 2025 through October 31, 2025
–
–
–
–
November 1, 2025 through November 30, 2025
–
–
–
–
December 1, 2025 through December 31, 2025
1,540,193
$ 7.07
1,540,193
$ 989,117,045
Total
1,540,193
1,540,193
__________________
(1)
Repurchases commenced in December 2025.
(2)
The weighted average price paid per share includes broker commissions.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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