Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)
None
(b)
None
(c)
Issuer Purchase of Equity Securities during the first quarter of 2026:
Remaining number
Depositary Receipts
of Depositary Receipts
Purchased as Part
that may be purchased
Average
of Publicly
Under the Plan
Period
Price Paid
Announced Plan
(as Amended)
January 1-31, 2026
$
65.38
750
439,839
February 1-28,2026
$
64.63
768
439,071
March 1-31, 2026
$
65.31
135
438,936
Total
1,653
On August 20, 2007, NewReal, Inc., the General Partner authorized an equity repurchase program (“Repurchase Program”) under which the Partnership was permitted to purchase, over a period of twelve months, up to 300,000 Depositary Receipts (each of which is one-tenth of a Class A Unit). Over time, the General Partner has authorized increases in the equity repurchase program.The Repurchase Program requires the Partnership to repurchase a proportionate number of Class B Units and General Partner Units in connection with any repurchases of any Depositary Receipts by the Partnership based upon the 80%, 19% and 1% fixed distribution percentages of the holders of the Class A, Class B and General Partner Units under the Partnership’s Second Amended and Restated Contract of Limited Partnership. Repurchases of Depositary Receipts or Partnership Units pursuant to the Repurchase Program may be made by the Partnership from time to time in its sole discretion in open market transactions or in privately negotiated transactions.
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Table of Contents
On March 12, 2025, the Board of Directors authorized the President and Treasurer to cause the Partnership to repurchase, on the open market or otherwise, including through individually negotiated purchases and through a written trading plan that complies with the requirements of Rule 10b5-1, Depositary Receipts and Partnership Units in such quantities, at such prices, in such manner and on such terms and conditions as the Authorized Persons determine are in the best interests of the Partnership; provided, however, that (i) the aggregate cost of Depositary Receipts and Partnership Units repurchased shall not exceed $5 million, (ii) no Depositary Receipts or Partnership Units shall be repurchased after the date that is 12 months after the effective date hereof, (iii) no Depositary Receipt shall be repurchased( the “Repurchase Plan”); The Repurchase Plan requires the Partnership to repurchase a proportionate number of Class B Units and General Partner Units in connection with any repurchases of any Depositary Receipts by the Partnership based upon the 80%, 19% and 1% fixed distribution percentages of the holders of the Class A, Class B and General Partner Units under the Partnership Agreement. The Repurchase Plan shall be made in accordance with the terms of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall be made in accordance with all applicable laws and regulations in effect from time to time. On March 11, 2026, the General Partner authorized the President and Treasurer to renew the Repurchase Plan for one year.
From August 20, 2007 through March 31, 2026, the Partnership has repurchased 1,561,062 Depositary Receipts at an average price of $32.09 per receipt (or $962.70) per underlying Class A Unit), 4,622 Class B Units and 243 General Partnership Units, both at an average price of $1,304 per Unit, totaling approximately $57,045,000 including brokerage fees paid by the Partnership .
During the three months ended March 31, 2026, the Partnership purchased a total of 1,653 Depositary Receipts. The average price was $65.03 per receipt, or $1,951 per unit. The cost including commissions was approximately $107,000. The Partnership was required to repurchase 13.1 Class B Units and 0.7 General Partnership units at a cost of $25,374 and $1,335 respectively
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
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.