UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: In November 2021, our Board authorized a $250.0 million share repurchase program (the “Share Repurchase Program”).
+Added: In November 2021, our Board of Directors authorized a $250.0 million share repurchase program (the “Share Repurchase Program”).
Under this program, we may repurchase shares on the open market at current market prices at the time of purchase or in privately negotiated transactions.
1 unchanged sentence
We may suspend or discontinue the program at any time and may thereafter reinstitute purchases, all without prior announcement.
−Removed: Pursuant to the Credit Agreement as amended by the Seventh Amendment as described above, we are not expecting to repurchase any shares in Fiscal 2024, except as described below, pursuant to our practice as a result of our insider trading policy.
−Removed: As of November 2, 2024, there was $156.7 million remaining availability under the Share Repurchase Program.
+Added: Currently, given the terms of our credit agreement, dated as of May 9, 2019, (as amended from time to time, the “Credit Agreement”), by and among the Company and certain subsidiaries, and the lenders party thereto, as amended by the seventh amendment to the Credit Agreement, dated as of April 18, 2024, the repurchase of any shares would require fulfilling the heightened payment conditions under our Credit Agreement, except that repurchases of shares as described below, pursuant to our practice as a result of our insider trading policy, are expressly permitted.
+Added: As of May 3, 2025, there was $156.5 million remaining availability under the Share Repurchase Program.
Pursuant to our practice, including due to restrictions imposed by our insider trading policy during black-out periods, we withhold and repurchase shares of vesting stock awards and make payments to taxing authorities as required by law to satisfy the withholding tax requirements of all equity award recipients.
1 unchanged sentence
We also acquire shares of our common stock in conjunction with liabilities owed under our deferred compensation plan, which are held in treasury.
−Removed: There was no share repurchase activity during the Third Quarter 2024.
+Added: The following table provides a month-by-month summary of our share repurchase activity during the First Quarter 2025:
+Added: Period Total Number of
+Added: Shares Purchased Average
+Added: per Share Total Number of
+Added: Shares Purchased
+Added: as Part of Publicly
+Added: Announced Plans
+Added: or Programs Approximate Dollar
+Added: Value (in thousands) of
+Added: Shares that May Yet
+Added: Be Purchased Under
+Added: the Plans or Programs
+Added: February 2, 2025 through March 1, 2025 — $ — — $ 156,549
+Added: March 2, 2025 through April 5, 2025 (1)
+Added: 14,725 5.76 14,725 156,464
+Added: April 6, 2025 through May 3, 2025 — — — 156,464
+Added: Total 14,725 $ 5.76 14,725
+Added: ____________________________________________
+Added: (1) Includes 14,725 shares withheld to cover taxes in conjunction with the vesting of stock awards.
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.