Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Share repurchase activity during the 13-week period ended March 28, 2026, summarized on a trade-date basis, was as follows (in thousands, except per share amounts):
Period
Total Number of Shares Purchased (1) (2)
Average Price Paid Per Share (3)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (2)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (1) (2)
December 28, 2025 - January 24, 2026
66
$
206.80
66
$
41,987
January 25, 2026 - February 21, 2026
80
$
206.50
80
$
500,000
February 21, 2026 - March 28, 2026
38
$
237.03
38
$
491,111
Total
184
184
(1) The Board of Directors approved a share repurchase program on February 16, 2024 (the “2024 Program”), which was announced on February 21, 2024 and authorized the Company to purchase up to $300 million of its common shares, exclusive of the cost of any associated excise tax. The 2024 Program, which had an expiration date of December 26, 2026, was terminated early on February 19, 2026. Share repurchases could be made in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and volume of share repurchases were subject to market conditions, business conditions and applicable laws, and were at management’s discretion. The 2024 Program did not require the purchase of any minimum number of shares. See Note 9 – Stockholders’ Equity of the Notes to Condensed Consolidated Financial Statements for additional information related to share repurchases.
(2) The Board of Directors approved a new share repurchase program on February 13, 2026 (the “2026 Program”), which was announced on February 18, 2026. The 2026 Program, which was effective beginning on February 20, 2026 and replaced the 2024 Program, is scheduled to expire on December 30, 2028. The 2026 Program authorizes the Company to purchase up to $500 million of its common shares. Share repurchases may be made in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion. The 2026 Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. See Note 9 – Stockholders’ Equity of the Notes to Condensed Consolidated Financial Statements for additional information related to share repurchases.
(3) Average price paid per share includes costs associated with the repurchases, except for the cost of any associated excise tax.
21
Item 3. Defaults Upo n Senior Securities
None.
Item 4. Mine Saf ety Disclosures
Not applicable.
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