Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On January 2, 2025, the Company issued a total of 7,150 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company’s Deferred Compensation Plan for Directors and Officers (the “DCP”), to the DCP trustee), consisting of 715 shares per director.
−Removed: All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan as partial consideration for such directors’ services during the quarter ended March 31, 2025.
−Removed: The Company issued an additional 687 unregistered shares in the aggregate on January 15, 2025 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who participate in the DCP.
+Added: On April 1, 2025, the Company issued a total of 5,520 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company’s Deferred Compensation Plan for Directors and Officers (the “DCP”), to the DCP trustee), consisting of 552 shares per director.
+Added: All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan as partial consideration for such directors’ services during the quarter ended June 30, 2025.
+Added: The Company issued an additional 617 unregistered shares in the aggregate on April 15, 2025 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who participate in the DCP.
These transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as transactions not involving a public offering.
3 unchanged sentences
1 - 30, 2025 64,677 $73.72 53,952 $82,094,302
−Removed: 1 - 28, 2025 79,033 $72.80 67,812 $92,079,974
+Added: May 1 - 31, 2025 11,376 $81.35 — $82,094,302
1 - 30, 2025 11,433 $81.62 — $82,094,302
3 unchanged sentences
(b) On March 8, 2024, the Company’s Board of Directors authorized the repurchase of up to $200 million of shares of the Company’s common stock.
−Removed: The calculation of the dollar value of shares remaining available for purchase excludes excise taxes and brokerage fees paid by the Company in connection with the repurchase program which in the aggregate totaled $1.04 million from the beginning of the program to March 31, 2025.
+Added: The calculation of the dollar value of shares remaining available for purchase excludes excise taxes and brokerage fees paid by the Company in connection with the repurchase program which in the aggregate totaled $1.08 million from the beginning of the program to June 30, 2025.
Repurchases may be made from time to time in the open market or through privately negotiated transactions, including through the use of trading plans intended to qualify under SEC Rule 10b5-1, in accordance with applicable securities laws and other restrictions.
1 unchanged sentence
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.