Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On February 21, 2024, the Company’s board of directors approved a stock repurchase program pursuant to which the Company could, from time to time, purchase up to $10.0 million of its outstanding
shares of common stock (the “Program”). The shares could be repurchased from time to time in privately negotiated transactions or the open market, including pursuant to Rule 10b5-1 trading plans, and in accordance with applicable regulations of
the SEC. The Company was not obligated to purchase any shares of its common stock under the Program and the timing and exact amount of any repurchases depended on various factors including, the performance of the Company’s stock price, general
market and other conditions, applicable legal requirements and other factors. The Program concluded on February 21, 2025.
On February 21, 2025, the Company’s board of directors approved a new stock repurchase program pursuant to which the Company may, from time to time, purchase up to $15.0 million of its outstanding
shares of common stock (the “New Program”). The shares can be repurchased from time to time through various means, including open market purchases and privately negotiated transactions. Open market repurchases will be conducted in accordance with
the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. Repurchases under the New Program may also be made pursuant to a trading
plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased by the Company when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory
restrictions. The extent to which the Company repurchases its shares, and the manner, timing and amount of such repurchases, will depend upon a variety of factors, including the performance of the Company’s stock price, general market and
economic conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The Company may, in its discretion, begin, suspend or terminate repurchases at any time prior to the New
Program’s expiration, without any prior notice. The New Program does not obligate the Company to repurchase any particular number or amount of shares of the Company’s common stock and there is no guarantee as to the exact number or value of
shares that will be repurchased by the Company under the New Program.
The following table summarizes the share repurchase activity for the three months ended March 31, 2025.
Total Shares
Repurchased
Average Price
Paid Per Share
Total Dollar Amount
Purchased Pursuant to
Publicly-Announced Plans
Maximum Dollar Amount
Remaining Available for
Repurchase Pursuant to
Publicly-Announced Plans
January 2025
—
$
—
$
—
$
8,659,477
February 2025
—
—
—
8,659,477
March 2025
250,000
33.00
8,250,000
6,750,000
Total
250,000
Item 3.
Defaults upon Senior Securities
Not applicable.
46
Table of Contents
Item 4.
Mine Safety Disclosures
Not applicable.
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.