Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: In June 2020, our Board of Directors authorized a three-year $400.0 million share repurchase program, effective July 1, 2020.
−Removed: In January 2023, our Board of Directors authorized a new three-year $1.0 billion share repurchase program (the "new share repurchase program"), replacing the existing $400.0 million share repurchase program, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions.
−Removed: The prior $400.0 million share repurchase program was terminated on January 4, 2023, when it was replaced by the new share repurchase program, which will expire on January 3, 2026.
−Removed: The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended August 31, 2023:
+Added: In January 2023, our Board of Directors authorized a three-year $1.0 billion share repurchase program (the "share repurchase program") pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions.
+Added: On January 31, 2024, we announced the closing of a secondary public offering (the "January Offering") of an aggregate of 8.8 million shares (which includes approximately 1.1 million additional shares that underwriters had the option to purchase) of our common stock that were sold by certain entities managed by affiliates of Apollo Global Management, Inc (the "Selling Stockholders").
+Added: All the shares in the January Offering were sold by the Selling Stockholders.
+Added: We did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the January Offering.
+Added: Also pursuant to the related underwriting agreement, we repurchased approximately 1.4 million shares of our common stock from the underwriters as part of the January Offering, at a repurchase price of $100.50 per share, resulting in a purchase price of approximately $138.2 million (the "January Concurrent Share Repurchase").
+Added: The January Concurrent Share Repurchase was made under our existing $1.0 billion share repurchase program, and is included within the activity for the month of January shown in the table below.
+Added: The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended February 29, 2024:
Issuer Purchases of Equity Securities (amounts in thousands except for per share amounts)
1 unchanged sentence
Total number of shares purchased as part of publicly announced plans or program Maximum dollar value of shares that may yet be purchased under the plans or programs
−Removed: June 1 - June 30, 2023 — $ — — $ 841,716
−Removed: July 1 - July 31, 2023 905 97.81 905 753,193
−Removed: August 1 - August 31, 2023 145 99.64 145 738,763
+Added: December 1 - December 31, 2023 282 $ 104.16 282 $ 366,538
+Added: January 1 - January 31, 2024 1,633 101.21 1,633 201,258
+Added: February 1 - February 29, 2024 46 100.00 46 196,658
Total 1,961 $ 101.60 1,961
1 unchanged sentence
(1) Excludes excise taxes, whether accrued or paid, and excludes broker's commissions.
+Added: In March 2024, the Board of Directors authorized a new $2.0 billion share repurchase program, supplementing the amount remaining under the existing program, pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
+Added: The new March 2024 share repurchase authorization does not have an expiration date.
+Added: On March 27, 2024, we announced a secondary public offering (the "March Offering") of an aggregate of 12.1 million shares of our common stock (which includes approximately 1.6 million shares that underwriters had the option to purchase) that were sold by the Selling Stockholders.
+Added: All the shares in the March Offering were sold by the Selling Stockholders.
+Added: We did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the March Offering.
+Added: Also pursuant to the related underwriting agreement, we repurchased 500 thousand shares of our common stock from the underwriters as part of the March Offering (the "March Concurrent Share Repurchase") at a repurchase price of $108.60 per share, resulting in a purchase price of $54.3 million.
+Added: The March Concurrent Share Repurchase was made under our existing share repurchase program.
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.