Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer purchases of equity securities.
On May 5, 2022, the Company’s Board of Directors approved a new share repurchase program (the “2022 Share Repurchase Program”) authorizing the repurchase of up to $100.0 million of the Company’s Common Stock. Under the 2022 Share Repurchase Program, which took effect in May 2022, the Company may purchase its shares from time to time until December 31, 2023 in privately negotiated transactions, through block trades, pursuant to open market purchases, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the SEC. The amount and timing of purchases under the 2022 Share Repurchase Program will depend on a number of factors including the price and availability of the Company’s shares, trading volume, capital availability, Company performance and general economic and market conditions. The 2022 Share Repurchase Program can be suspended or discontinued at any time.
During the three months ended June 30, 2022, the Company repurchased 640,125 shares of Common Stock at a total cost of $16.9 million for an average price of $26.41 per share. During the six months ended June 30, 2022, 932,695 shares were repurchased at a total cost of $26.3 million for an average price of $28.25. As of June 30, 2022, a total of $89.7 million was available for future repurchases under the 2022 Share Repurchase Program, and a cumulative total of 5,001,182 shares of Common Stock had been repurchased under programs authorized by the Company’s Board of Directors at a total cost of $100.3 million for an average price of $20.06 per share.
The following table sets out information regarding purchases of equity securities by the Company for the three months ended June 30, 2022.
Total Number of Shares
Approximate Dollar Value
Total Number of
Average Price
of Class A Common
That May Yet Be Purchased
Shares of Class A
Paid Per Share
Stock Purchased as Part of
Under Outstanding
Common Stock
of Class A
Publicly Announced
Plans or Programs
Period
Purchased
Common Stock
Plans or Programs
(in millions)
April 1-30, 2022
215,150
$
27.87
215,150
$
0.6
May 1-31, 2022
111,865
26.03
111,865
97.7
June 1-30, 2022
313,110
25.55
313,110
89.7
Total
640,125
$
26.41
640,125
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
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Item 5. Oth er Information
None
Item 6. Exhibits
EXHIBIT INDEX
Exhibit No.
Description
31.1
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.2
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
101
The following information formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021, (v) Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and 2021 and the three months ended June 30, 2022 and 2021 and, (vi) Notes to Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2022 and 2021.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
47
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 8th day of August, 2022.
VICTORY CAPITAL HOLDINGS, INC.
By:
/s/ MICHAEL D. POLICARPO
Name:
Michael D. Policarpo
Title:
President, Chief Financial Officer and Chief Administrative Officer
48
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.