Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On December 9, 2024, our Board of Directors authorized a share repurchase program pursuant in which we may purchase outstanding shares of our common stock for an aggregate purchase price of up to $10 million.
Under the program, we, at management’s discretion, may repurchase shares from time to time through various means, including on the open market, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. We may elect to make purchases under Rule 10b-18 under the Securities Exchange Act of 1934, as amended, which imposes certain volume limitations, and/or under Rule 10b5-1 under that act, which would permit repurchases to occur during periods when we might otherwise be precluded from making purchases under insider trading laws or our company policy. The volume and timing of any such repurchases will depend on a variety of factors, including the availability of shares, price, market conditions, alternative uses of capital, liquidity, general business conditions, satisfaction of debt covenants, and applicable regulatory requirements. The program does not obligate us to repurchase any minimum number or dollar amount of shares, and the program may be modified, suspended or terminated at any time without prior notice.
During the three months ended June 30, 2025, we repurchased 211,530 shares of common stock in open market transactions at a cost of approximately $1.1 million. During the six months ended June 30, 2025, we repurchased 242,348 shares of common stock in open market transactions at a cost of approximately $1.3 million. Except as noted above, there were no other repurchase programs outstanding.
During the three and six months ended June 30, 2025, no vested restricted shares were surrendered to us in satisfaction of tax withholding obligations.
The following table provides information about our repurchase of common stock during the three months ended June 30, 2025.
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Period Total Number of Shares Purchased 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 Program
April 1 - April 30 112,569 $ 5.08 112,569 $ 9,261,476
May 1 - May 31 68,338 5.17 68,338 8,905,931
June 1 - June 30 30,623 5.26 30,623 8,743,975
Total 211,530 5.14 211,530
(1) Does not include broker commissions.
ITEM 6. EXHIBITS
Exhibits:
Exhibit
No. Description Filed with
this Form 10-Q Incorporated by Reference
Form Filing Date Exhibit No.
3.1
Amended and Restated Certificate of Incorporation, as amended 10-Q August 6, 2010 3.1
3.2
Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of KVH Industries, Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock 8-A August 19, 2022 3.1
3.3
Amended and Restated Bylaws 10-Q November 1, 2017 3.2
4.1
Specimen certificate for the common stock 10-K March 2, 2018 4.1
31.1
Rule 13a-14(a)/15d-14(a) certification of principal executive officer X
31.2
Rule 13a-14(a)/15d-14(a) certification of principal financial officer X
32.1
Section 1350 certification of principal executive officer and principal financial officer X
101 The following financial information from KVH Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Operations (unaudited), (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) the Consolidated Statements of Stockholders' Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited), and (vi) the Notes to Consolidated Interim Financial Statements (unaudited).
X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
X
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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, thereunto duly authorized.
Date: August 7, 2025
KVH Industries, Inc.
By: /s/ ANTHONY F. PIKE
Anthony F. Pike
(Duly Authorized Officer and Chief Financial
Officer)
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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.