Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time. During the first quarter of 2025, we received 1.3 millions shares, which included 0.3 million shares received from our accelerated share repurchase (“ASR”) agreement that we entered into on October 28, 2024. Further discussion relating to our ASR agreements can be found in Note 8 - Equity . As of March 31, 2025, 10.7 million shares remained under the 2022 Repurchase Program.
Repurchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
The following table provides information on our purchases of our outstanding common stock during the first quarter of 2025 pursuant to the 2022 Repurchase Program (column c). In addition to these purchases, the number of shares in column (a) include shares of common stock that are tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).
50
There were no other share repurchases during the quarter outside the repurchases noted below.
Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as
Part of Publicly Announced Programs (d) Maximum Number of Shares that may yet be Purchased Under the Programs
January 1— January 31, 2025 264 $ 495.50 — 12.0 million
February 1 — February 28, 2025 1,2
1,292,909 501.39 1,285,353 10.7 million
March 1 — March 31, 2025 101,423 516.77 — 10.7 million
Total — Quarter 1,2
1,394,596 $ 504.96 1,285,353 10.7 million
1 Includes 0.3 million shares received from the conclusion of our ASR agreement that we entered into on October 28, 2024.
2 Includes 1.0 million shares received from the initiation of our ASR agreement that we entered into on February 19, 2025. Average price paid
per share information does not include this accelerated share repurchase transaction.
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.