Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
Except as described below, the Company did not sell any of its equity securities during the period covered by this report that were not registered under the Securities Act that were not reported on a Current Report on Form 8-K.
On October 20, 2024, in connection with the Lone Star Acquisition, the Compensation Committee of the Board of Directors approved grants of an aggregate of 61,000 restricted shares of Class B common stock under the Restricted Stock Plan to certain executive officers, key employees and advisors of the Company. The restricted shares of Class B common stock were not registered under the Securities Act and were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Issuer Purchases of Equity Securities
During the quarter ended December 31, 2024, the Company repurchased shares of its Class A and Class B common stock as follows (unaudited):
Period Total Number of Shares Purchased (1)
Average Price Paid Per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased under the Plans or Programs (3)
October 1, 2024 - October 31, 2024 79,756 $ 69.80 — $ 30,021,791
November 1, 2024 - November 30, 2024 41,858 $ 90.93 — $ 30,021,791
December 1, 2024 - December 31, 2024 27,800 $ 95.90 — $ 30,021,791
Total 149,414 $ 80.58 — —
(1) Consists of an aggregate of 146,761 shares of Class A and 2,653 shares of Class B common stock withheld to satisfy tax withholding obligations on behalf of certain employees upon the vesting of restricted stock awards.
(2) Represents the closing price for a share of Class A common stock on the Nasdaq Global Select Market on the last trading day prior to the vesting date for restricted shares previously granted to certain employees and withheld by the Company in satisfaction of tax withholding obligations arising upon the vesting of such shares.
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(3) On April 12, 2024, the Company announced that the Board of Directors authorized the Company to purchase up to $40.0 million of our Class A common stock in open market purchases, privately negotiated transactions or by other means. The stock repurchase plan expires September 30, 2025. The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R. Part 229.104) is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.
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.