Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Repurchases of Company Shares
In May 2022, the Board of Directors authorized management to repurchase up to an additional $5.0 billion of Common Stock; this authorization supplements the remaining balance from any prior authorization. These repurchases can be conducted on the open market or as private purchases and may include the use of derivative contracts with large financial institutions, in all cases subject to compliance with applicable law. This repurchase program has no termination date and may be suspended or discontinued at any time.
Share repurchases, including those under the repurchase program, were as follows:
Period Total Number
of Shares
Repurchased (1)
Average Price
Paid Per
Share (2, 3)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs Amount
Available
Under
Repurchase
Program (3)
(in thousands, except per share data)
Available balance as of June 25, 2023 $ 3,537,217
Quarter ended September 24, 2023 1,266 $ 659.88 1,257 2,707,343
Quarter ended December 24, 2023 976 $ 660.25 970 2,067,076
December 25, 2023 - January 21, 2024 156 $ 757.33 156 1,949,025
January 22, 2024 - February 18, 2024 674 $ 843.30 672 1,206,992
February 19, 2024 - March 31, 2024 121 $ 980.72 — 1,206,992
Quarter ended March 31, 2024 951 $ 853.12 (4) 828 $ 1,206,992
(1) During the three and nine months ended March 31, 2024, we acquired 123 thousand shares at a total cost of $120.1 million, and 138 thousand shares at a total cost of $130.0 million, respectively, which we withheld through net share settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under our equity compensation plans. The shares retained by us through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under our equity compensation plan.
(2) Average price paid per share excludes the effect of accelerated share repurchase activities. See additional disclosure below regarding our accelerated share repurchase activity during the nine months ended March 31, 2024.
Lam Research Corporation 2024 Q3 10-Q 38
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(3) Our net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred reduces the amount available under repurchase programs, as applicable, and is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders’ Equity and the calculation of the average price paid per share.
(4) Average price paid per share presented is for the quarter ended March 31, 2024.
Accelerated Share Repurchase Agreements
On February 1, 2024, we entered into accelerated share repurchase agreements (the "February 2024 ASRs") with two financial institutions to repurchase a total of $700 million of Common Stock. We took an initial delivery of approximately 631 thousand shares, which represented 75% of the prepayment amount divided by our closing stock price on February 1, 2024. The total number of shares received under the February 2024 ASRs is based upon the average daily volume weighted average price of our Common Stock during the repurchase period, less an agreed upon discount. Final settlement of the February 2024 ASRs occurred during April 2024, resulting in the receipt of approximately 140 thousand shares, which yielded a weighted-average share price of $917.38 (net of applicable excise taxes) for the transaction period.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.