Item 2. Unregistered Sales of Equity Securities
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(b) Issuer Purchases of Equity Securities during the Quarter ended September 30, 2023
Repurchases of Xerox Holdings Corporation's Common Stock, par value $1 per share, include the following:
Board Authorized Share Repurchase Program:
On September 28, 2023, Xerox Holdings Corporation entered into a share purchase agreement (the Purchase Agreement) with Carl C. Icahn and certain of his affiliates (Icahn Parties) pursuant to which the Company agreed to purchase an aggregate of approximately 34 million shares of the Company’s Common Stock, at a price of $15.84 per share, the closing price of a Common Share on the Nasdaq Global Select Market on September 27, 2023, the last full trading day prior to the execution of the Purchase Agreement, for an aggregate purchase price of approximately $542 million. The purchase was completed and settled on September 28, 2023.
Other than the Purchase Agreement entered into with the Icahn Parties, there were no repurchases of Xerox Holdings Corporation's Common Stock for the quarter ended September 30, 2023 pursuant to share repurchase programs authorized by Xerox Holdings’ Board of Directors. Repurchases of Xerox Holdings Corporation's Common Stock, par value $1 per share, were as follows:
Total Number of Shares Purchased Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
July 1 through 31 — $ — — $ —
August 1 through 31 — — — —
September 1 through 30 34,245,314 15.84 — —
Total 34,245,314 —
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(1) Exclusive of fees and expenses.
Repurchases Related to Stock Compensation Programs (1) :
Total Number of Shares Purchased Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
July 1 through 31 7,369 $ 14.93 n/a n/a
August 1 through 31 27,019 15.77 n/a n/a
September 1 through 30 — — n/a n/a
Total 34,388
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(1) These repurchases are made under a provision in our restricted stock compensation programs for the indirect repurchase of shares through a net-settlement feature upon the vesting of shares in order to satisfy minimum statutory tax-withholding requirements.
(2) Exclusive of fees and expenses.
Xerox 2023 Form 10-Q 73
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 — MINE SAFETY DISCLOSURES
Not applicable.
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