Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table presents information with respect to purchases of common stock we made during the three months ended September 30, 2024.
−Removed: In December 2022, in connection with the issuance of the Notes, our Board of Directors authorized the repurchase of up to $150.0 million in aggregate amount of our common stock under certain circumstances, of which $75.0 million were repurchased in December 2022.
−Removed: As of December 31, 2023, the authorization for share buyback expired and no additional shares may be purchased under the program following the expiration date.
−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, April 28, 2022 and April 25, 2024 (the “2015 Plan”), provides for the withholding of shares to satisfy tax withholding obligations and the exercise price of stock options.
+Added: The following table presents information with respect to purchases of common stock we made during the three months ended March 31, 2025.
+Added: In November 2024, our Board of Directors (“Board”) authorized a program to repurchase up to $250 million of our common stock (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 tax withholding obligations and the exercise price of stock options.
It does not specify a maximum number of shares that can be withheld for this purpose.
1 unchanged sentence
Period Total Number of
−Removed: Shares Purchased Average Price Paid
+Added: Shares Purchased (1)
+Added: Average Price Paid
per Share Total Number of
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Part of Publicly
−Removed: Announced Programs Approximate Dollar
+Added: Announced Programs (2)
+Added: Approximate Dollar
Value of Shares that
May Yet Be Purchased Under
−Removed: July 2024* 5,981 $ 122.89 — —
−Removed: August 2024* 3,007 $ 97.60 — —
−Removed: September 2024* 2,636 $ 107.51 — —
−Removed: Total 11,624 — —
+Added: the Program (2)
+Added: January 2025 2,425 $ 92.01 — $150.0 million
+Added: February 2025 2,534 $ 83.41 — $150.0 million
+Added: March 2025 245,022 $ 94.90 — $150.0 million
+Added: Total 249,981 — $150.0 million
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(1) Reflects shares withheld to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise or vesting of equity awards.
+Added: (2) During the three months ended March 31, 2025, the Company did not repurchase shares of common stock under its the 2024 Program.
+Added: At March 31, 2025, the Company had $150.0 million in approximate dollar value of shares of our common stock that may be purchased under the 2024 Program, which expires in November 2025.
Dividend Policy
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See Part I, Item 2.
−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-Q for further information.
Defaults Upon Senior Securities
2 unchanged sentences
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.