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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: On December 2, 2024, as partial consideration for our acquisition of AXIA Consulting, we issued 98,156 shares of our common stock, par value $0.01 per share, with an aggregate value of $12.2 million.
+Added: On November 1, 2025, as partial consideration for our acquisition of AXIOM, we issued 13,521 shares of our common stock, par value $0.01 per share, with an aggregate value of $2.1 million.
The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.
Our Stock Ownership Participation Program and 2012 Omnibus Incentive Plan permit the netting of common stock upon vesting of restricted stock awards to satisfy individual tax withholding requirements.
−Removed: During the quarter ended December 31, 2024, we reacquired 5,614 shares of common stock with a weighted average fair market value of $111.81 as a result of such tax withholdings.
+Added: During the quarter ended December 31, 2025, we reacquired 4,038 shares of common stock with a weighted average fair market value of $147.05 per share as a result of such tax withholdings.
In November 2020, our board of directors authorized a share repurchase program permitting us to repurchase up to $50 million of our common stock through December 31, 2021.
−Removed: The share repurchase program has been subsequently extended and increased, most recently in the second quarter of 2024.
−Removed: The current authorization extends the share repurchase program through December 31, 2025 with a repurchase amount of $500 million, of which $ 64.5 million remained available as of December 31, 2024.
+Added: Subsequently, our board of directors authorized extensions of the share repurchase program through December 31, 2026 and increased the authorization amount to $700 million, of which $ 99.0 million remained available as of December 31, 2025.
+Added: In the first quarter of 2026, our board of directors authorized a further increase to the authorized amount under the share repurchase program from $700 million to $900 million.
The amount and timing of repurchases under the share repurchase program were and will continue to be determined by management and depend on a variety of factors, including the trading price of our common stock, capacity under our credit facility, general market and business conditions, and applicable legal requirements.
17 unchanged sentences
(1) The number of shares repurchased in the first, second and third quarters of 2025 included 212,740 shares, 2,377 shares, and 3,413 shares, respectively, to satisfy employee tax withholding requirements.
−Removed: Additionally, 3,972 shares in October, 674 shares in November and 968 shares in December were repurchased to satisfy employee tax withholding requirements.
+Added: Additionally, 4,038 shares in October were repurchased to satisfy employee tax withholding requirements.
These shares do not reduce the repurchase authority under the Share Repurchase Program.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.