Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS
Upsizing of Share Repurchase Program
In October 2023, the Board of Directors approved a share repurchase program initially authorizing the Company to repurchase up to $300 million of the Company’s outstanding common stock through December 31, 2025. In May 2024, the Board of Directors approved an increase of the remaining capacity under the Company’s share repurchase program to $1 billion through the end of 2025. In September 2024, the Board of Directors increased the remaining capacity under the share repurchase program to $1.25 billion through December 31, 2026. Repurchases may be made from time to time, at the Company’s discretion, in open market transactions at prevailing market prices, negotiated transactions, or other means in accordance with federal securities laws, and may be repurchased pursuant to a Rule 10b5-1 trading plan. The Company intends to fund repurchases from cash on hand. Repurchases by the Company will be subject to a number of factors, including the market price of the Company’s common stock, alternative uses of capital, general market and economic conditions, and applicable legal requirements, and the repurchase program may be suspended, modified, or discontinued by the Board of Directors at any time without prior notice. The Company has no obligation to repurchase any amount of its common stock under the repurchase program.
The following table contains information regarding our purchases of our common stock during the three months ended September 30, 2024:
Period Purchased Shares (a)
Share Price (b)
Remaining Purchase Amount (c)
July 1 to July 31, 2024 2,413,793 $ 116.00 $ 107
August 1 to August 31, 2024 — — 107
September 1 to September 30, 2024 146,033 144.83 1,229
Total 2,559,826 $ 117.64 $ 1,229
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(a) All open market purchases were made under authorization from our Board of Directors to purchase up to $1.25 billion of additional shares of our common stock.
(b) Average price paid per share for open market transactions excludes transaction costs and excise taxes.
(c) Represents the dollar value of shares (in millions) that may yet be purchased under the Company’s share repurchase program.
For a description of limitations on the payment of our dividends, see Note 2 to the Annual Financial Statements attached to the Registration Statement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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