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The performance graph set forth below shall not be deemed “soliciting material” or to be “filed” with the SEC.
−Removed: This graph will not be deemed “incorporated by reference” into any filing under the Securities Act or the Exchange Act, whether such filing occurs before or after the date hereof, except to the extent that we explicitly incorporate it by reference into in such filing.
+Added: This graph will not be deemed “incorporated by reference” into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, whether such filing occurs before or after the date hereof, except to the extent that we explicitly incorporate it by reference into in such filing.
The following graph provides a comparison of the cumulative total shareholder return on our common shares with that of the cumulative total shareholder return on the (i) Russell 2000 Index, (ii) the NASDAQ US Small Cap Index and (iii) the NASDAQ US Mid Cap Index, commencing on December 31, 2019 and ending December 31, 2024.
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See Part II, Item 7.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—External Sources of Liquidity” for further information.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—External Sources of Liquidity” of this Form 10-K for further information.
Recent Sales of Unregistered Securities
Issuer Purchases of Equity Securities
−Removed: The following table presents information with respect to purchases of common stock we made during the three months ended December 31, 2023.
−Removed: In December 2022, our Board authorized the repurchase of up to $150.0 million in aggregate amount of our common stock under certain circumstances.
−Removed: We used approximately $75.0 million of the net proceeds from the Notes to repurchase shares of our common stock from purchasers of the Notes in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate.
−Removed: The 2015 Equity Incentive Plan, adopted by us on June 24, 2015, as amended on April 26, 2016 and as further amended on April 27, 2017, April 24, 2019, April 28, 2021 and April 28, 2022 (the “2015 Plan”), provides for the withholding of shares to satisfy minimum statutory tax withholding obligations.
+Added: In November 2024, our Board authorized a program to repurchase up to $250 million of our common stock during the next twelve months (the “2024 Program”).
+Added: Such repurchases may be made from time to time via open market purchases at prevailing market prices, in privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations.
+Added: The actual timing, number and dollar amount of repurchase transactions will be determined by our management, in its discretion and will depend on a number of factors, including but not limited to, the market price of our common stock.
+Added: The 2015 Equity Incentive Plan, adopted by us on June 24, 2015, as amended on April 26, 2016 and as further amended on April 27, 2017, April 24, 2019, April 28, 2021, April 28, 2022, April 25, 2024 and October 22, 2024 (the “2015 Plan”), provides for the withholding of shares to satisfy minimum statutory tax withholding obligations.
It does not specify a maximum number of shares that can be withheld for this purpose.
The shares of common stock withheld to satisfy minimum tax withholding obligations may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item 5.
−Removed: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
−Removed: October 2023 * 4,984 $ 71.02 0 $75.0 million
+Added: The following table presents information with respect to purchases of common stock we made during the three months ended December 31, 2024.
+Added: Period Total Number of Shares Purchased (1)
+Added: Average Price Paid per Share (1)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Programs (2)
+Added: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (3)
+Added: October 2024 4,214 $ 113.55 — —
November 2024 909,932 $ 89.48 907,279 $168.8 million
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−Removed: * Reflects shares withheld to satisfy minimum statutory tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise for vesting of equity awards.
+Added: (1) Includes shares withheld to satisfy minimum statutory tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise for vesting of equity awards.
+Added: (2) Include the repurchases of an aggregate total approximately 1.1 million shares of our common stock under the 2024 Program.
+Added: (3) Reflects the approximate dollar value of shares of our common stock that may be purchased under the 2024 Program, which expires in November 2025.
Securities Authorized for Issuance under Equity Compensations Plans
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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.