Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−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 June 30, 2025.
−Removed: 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.
−Removed: These transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as transactions not involving a public offering.
+Added: On October 1, 2025, the Company issued a total of 4,710 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 471 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 December 31, 2025.
+Added: The Company issued an additional 628 unregistered shares in the aggregate on October 15, 2025 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who participate in the DCP.
+Added: These transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 (“Securities Act”), as transactions not involving a public offering.
+Added: On December 17, 2025, the Company completed the issuance and sale of 4,402,513 shares of the Company's common stock, par value $1.00 per share, to certain institutional investors, at a price of $79.50 per share.
+Added: After deducting placement fees of $11.4 million from the aggregate offering price of $350.0 million, the net proceeds to the Company amounted to $338.6 million.
+Added: The shares were sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state laws.
Issuer Purchases of Equity Securities
2 unchanged sentences
1 - 31, 2025 9,459 $88.20 — $82,094,302
−Removed: May 1 - 31, 2025 11,376 $81.35 — $82,094,302
1 - 30, 2025 12,118 $79.35 — $82,094,302
+Added: 1 - 31, 2025 87,587 $82.12 — $82,094,302
Total 109,164 $82.44 — $82,094,302
2 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 $1.08 million from the beginning of the program to June 30, 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 $1.07 million from the beginning of the program to December 31, 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.
+Added: In light of the Company’s agreement to acquire CenterPoint Ohio’s natural gas utility, repurchases under the program have been suspended.
The repurchase program has no expiration date.
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.