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, 2025, the Company’s board of directors approved a 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 “Program”). Upon the expiration of the Program, on February 23, 2026, 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 $10.0 million of its
outstanding shares of common stock (the “New Program”).
Under the New Program, the Company may repurchase shares of the Company’s common stock 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.
In addition to repurchases of Common Stock under the New Program, the Company also repurchased Common Stock in a privately negotiated transaction during the three months ended June 30, 2026.
The following table summarizes the share repurchase activity under the New Program and through privately negotiated transactions for the three months ended June 30, 2026.
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
April 2026
-
$
-
$
-
$
10,000,000
May 2026
10,965
38.91
426,181
9,573,819
June 2026
300,000
41.39
-
9,573,819
Total
310,965
Item 3.
Defaults upon Senior Securities
Not applicable.
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.