Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On June 17, 2023, the Board of Directors approved a share repurchase program authorizing the purchase of up to $1 billion of common stock (the "Maximum Amount").
−Removed: The share repurchase program will be in effect from June 17, 2023 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company's Board of Directors.
−Removed: The share repurchase program permits shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options).
+Added: On June 17, 2023, the Board of Directors approved a share repurchase program authorizing the purchase of up to $1 billion of common stock (the "2023 Repurchase Program").
+Added: The 2023 Repurchase Program was in effect from June 17, 2023 until May 20, 2024 when the 2023 Repurchase Program was suspended and replaced (as described below).
+Added: The 2023 Repurchase Program permitted shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options).
+Added: The number of shares to be repurchased, and the timing of any repurchases, was dependent on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
+Added: On May 20, 2024, the Company announced a new $500 million (the "Maximum Amount") common stock repurchase program authorized by its Board of Directors (the "2024 Repurchase Program"), replacing the Company's 2023 Repurchase Program.
+Added: The 2024 Repurchase Program is effective from May 20, 2024 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company's Board of Directors.
+Added: The 2024 Repurchase Program permits shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options).
The number of shares to be repurchased, and the timing of any repurchases, will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
−Removed: On November 21, 2023, the Company closed and settled the ASR resulting in an additional delivery of 1.3 million shares, with a fair value of $83.2 million.
−Removed: The total number of shares repurchased under the ASR program was 6.6 million at an average cost per share of $75.67, based on the volume-weighted average share price of the Company’s common stock during the calculation period of the ASR program, less the applicable contractual discount.
−Removed: During the six month period ended March 31, 2024, SBH entered into a $200.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through November 15, 2024, until the cap is reached or until the plan is terminated.
−Removed: As of March 31, 2024, there has been $108.7 million repurchased pursuant to the 10b5-1 repurchase plan.
−Removed: The following table summarizes the common stock repurchases for the three month period ended March 31, 2024:
+Added: As part of the approved 2024 Repurchase Program, the Company purchased $50.0 million aggregate principal amount of Common Stock concurrent with the pricing of the offering of the Exchangeable Note in privately negotiated transactions effected through one of the initial purchasers and/or its affiliates.
+Added: Purchases under the 2024 Repurchase Program may be made in the open market or in privately negotiated transactions from time to time at management’s discretion.
+Added: The 2024 Repurchase Program may be suspended or discontinued at any time.
+Added: During the nine month period ended June 30, 2024, the Company entered into a $200.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through November 15, 2024, until the cap is reached or until the plan is terminated.
+Added: On May 20, 2024 this plan was terminated with a total of 1.9 million shares repurchased for $156.0 million.
+Added: The following table summarizes the common stock repurchases for the three month period ended June 30, 2024:
of Shares Purchased
3 unchanged sentences
Yet Be Purchased
−Removed: January 1, 2024 to January 28, 2024 441,082 $ 78.23 441,082 187,818,830
−Removed: January 29, 2024 to February 25, 2024 355,349 81.50 355,349 158,859,514
−Removed: February 26, 2024 to March 31, 2024 413,797 82.35 413,797 124,893,853
+Added: April 1, 2024 to April 28, 2024 375,789 $ 82.02 375,789 94,069,837
+Added: April 29, 2024 to May 26, 2024 702,316 91.16 702,316 450,000,021
+Added: May 27, 2024 to June 30, 2024 524,410 90.20 524,410 402,696,794
Total 1,602,515 88.70 1,602,515
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.