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 June 30, 2026, 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 Exchange Act. 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 June 30, 2026, the Company executed open market purchases of 2,561,000 shares at an average cost of $4.62 per share
for an aggregate cost of $11,840,000, inclusive of fees, which was recorded as a component of treasury stock. During the nine months ended
June 30, 2026, the Company executed open market purchases of 7,152,000 shares at an average cost of $5.94 per share for an aggregate cost
of $42,493,000, inclusive of fees, which was recorded as a component of treasury stock.
In
addition to the open market purchases described above, in March 2026, the Company entered into a privately negotiated transaction with
an institutional investor and related party pursuant to which the Company repurchased 6,164,324 shares of its common stock at a price
of $4.44 per share for an aggregate cost of $27,370,000.
As
of June 30, 2026, approximately $930.1 million remained available for future purchases under the share repurchase program.
Issuer Purchases of Equity Securities
The following table summarizes our purchases of
common stock in the three months ended June 30, 2026:
(a)
(b)
(c)
(d)
Period
Total
number of
shares purchased
Weighted
average price
paid per share
(1)
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
April 1, 2026 through April 30, 2026
1,634,918
$ 4.53
1,634,918
$ 934,573,597
May 1, 2026 through May 31, 2026
926,458
4.79
926,458
930,137,464
June 1, 2026 through June 30, 2026
–
–
–
–
Total
2,561,376
2,561,376
(1) The weighted average price paid per share includes broker commissions.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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.