Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
December 29, 2024 - January 25, 2025 — $ — — $ 311,082,928
January 26, 2025 - February 22, 2025 458,480 277.85 458,480 277,573,001
February 23, 2025 - March 29, 2025 371,532 232.16 371,532 191,312,121
Total 830,012 $ 257.40 830,012 $ 191,312,121
(1) On December 9, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase $250.0 million of the Company’s common stock. Pursuant to the terms of the ASR Agreement, the Company paid the financial institution $250.0 million and, on December 9, 2024, the Company received and retired 551,325 shares of its common stock. Final settlement of the ASR Agreement occurred on February 20, 2025, and the Company received and retired an additional 317,202 shares of common stock. In connection with the ASR Agreement, the Company received and retired a total of 868,527 shares of common stock at an average price of $287.84 per share. The total number of shares repurchased under the ASR Agreement was based on a daily volume-weighted average share price during the valuation period specified in the ASR Agreement, less a discount and subject to adjustments.
(2) On December 5, 2024, the Company’s Board of Directors authorized the repurchase of up to an additional $500.0 million of its outstanding shares of common stock under its existing share repurchase program (inclusive of shares repurchased under the ASR Agreement, the “Share Repurchase Program”). The authorization for the repurchase continues until all such shares have been repurchased or the repurchase plan is terminated by action of the Company’s Board of Directors.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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