Item 2. Unregistered Sales of Equity Securities
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
PURCHASES OF EQUITY SECURITIES BY THE ISSUER
Repurchases of common stock by the Company during the quarter ended March 31, 2023 are set forth below. During the period from April 1, 2023 to April 26, 2023, the Company repurchased 1.6 million shares for $112.
Repurchases of Common Stock by the Issuer for the Three Months Ended March 31, 2023
Period Total Number
of Shares
Purchased [1] Average Price
Paid 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 [2]
(in millions)
January 1, 2023 - January 31, 2023 1,519,608 $ 77.13 1,515,154 $ 2,632
February 1, 2023 - February 28, 2023 2,040,371 $ 78.02 1,441,117 $ 2,521
March 1, 2023 - March 31, 2023 1,776,807 $ 70.85 1,762,542 $ 2,398
Total
5,336,786 $ 75.38 4,718,813
[1]Includes 617,973 shares in net settlement of employee tax withholding obligations related to equity awards under the Company's incentive stock plans, which were not part of publicly announced share repurchase authorizations. The Company paid an average price per share of $78.84 in employee tax withholding obligations related to net share settlements in the three months ended March 31, 2023.
[2]In July, 2022, the Board of Directors approved a share repurchase authorization for up to $3.0 billion effective from August 1, 2022 to December 31, 2024. The timing of any repurchases is dependent on several factors, including the market price of the Company's securities, the Company's capital position, consideration of the effect of any repurchases on the Company's financial strength or credit ratings, the Company's blackout periods, and other considerations.
Item 6.
EXHIBITS
See Exhibits Index on page 103 .
102
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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
FOR THE QUARTER ENDED MARCH 31, 2023
FORM 10-Q
EXHIBITS INDEX
Exhibit No. Description Form File No. Exhibit No Filing Date
3.01 Restated Certificate of Incorporation of The Hartford, as filed with the Delaware Secretary of State on October 20, 2014.
8-K 001-13958 3.01 10/20/2014
3.02 Amended and Restated By-Laws of The Hartford Financial Services Group, Inc. effective December 14, 2022.
8-K 001-13958 3.1 12/14/2022
10.01 Second Amendment, entered into as of February 17, 2023, to the Amended and Restated Credit Agreement among The Hartford Financial Services Group, Inc. as borrower, Bank of America, N.A., as administrative agent, and the other parties signatory thereto.**
15.01 Deloitte & Touche LLP Letter of Awareness. **
31.01 Certification of Christopher J. Swift pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
31.02 Certification of Beth A. Costello pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
32.01 Certification of Christopher J. Swift pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.02 Certification of Beth A. Costello pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .**
101.INS 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.**
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.**
101.LAB Inline XBRL Taxonomy Extension Label Linkbase.**
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.**
104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL.
** Filed with the Securities and Exchange Commission as an exhibit to this report.
103
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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 hereunto duly authorized.
The Hartford Financial Services Group, Inc.
(Registrant)
Date: April 27, 2023 /s/ Allison G. Niderno
Allison G. Niderno
Senior Vice President and Controller
(Chief accounting officer and duly
authorized signatory)
104
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.