United Parks & Resorts Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities during the third quarter of 2022. The following table sets forth information with respect to shares of our common stock purchased by the Company during the periods indicated: Period Beginning Period Ended Total Number of Shares Purchased ( 1)(2) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ( 2) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs ( 2) July 1, 2022 July 31, 2022 771,656 $ 45.92 771,656 $ — August 1, 2022 August 31, 2022 717,548 $ 53.48 717,154 211,644,248 September 1, 2022 September 30, 2022 1,676,526 $ 50.58 1,674,737 126,941,523 3,165,730 3,163,547 $ 126,941,523 (1) Except for the 3,163,547 shares of our common stock repurchased as described in footnote (2) all purchases were made pursuant to our Omnibus Incentive Plan, under which participants may satisfy tax withholding obligations incurred upon the vesting of restricted stock by requesting that we withhold shares with a value equal to the amount of the withholding obligation. (2) Our Board had previously approved a $250.0 million share repurchase program (the “May Share Repurchase Program”). Pursuant to the May Share Repurchase Program, during the quarter ended September 30, 2022, we repurchased 771,656 shares for an aggregate total of approximately $35.4 million, leaving no amount remaining under the May Share Repurchase Program as of July 29, 2022. On August 4, 2022, we announced that our Board approved a new $250.0 million share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase Program, during the quarter ended September 30, 2022, we repurchased 2,391,891 shares for an aggregate total of approximately $123.1 million, leaving approximately $126.9 million available as of September 30, 2022. Subsequent to September 30, 2022, we repurchased 1,214,882 shares for an aggregate total of approximately $60.8 million, leaving approximately $66.1 million remaining under the Share Repurchase Program as of October 31, 2022. Under the Share Repurchase Program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limits and could be suspended or discontinued completely at any time. All of the common stock is held as treasury shares as of September 30, 2022. The number of shares to be purchased and the timing of purchases was based on our trading windows and available liquidity, general business and market conditions and other factors, including legal requirements, share ownership thresholds, debt covenant restrictions, future tax implications and alternative opportunities. See Note 10–Stockholders’ Deficit in the notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. 38