Unregistered Sales of Equi ty Securities and Use of Proceeds
−Removed: Unregistered Sales of Equity Securities
−Removed: During the three-month period ended March 31, 2024, we issued 0.2 million shares of our common stock valued at $23.4 million upon the achievement of a commercial milestone related to the Embody acquisition.
−Removed: The shares were issued to the former Embody shareholders whom we reasonably believed to be accredited investors in a private transaction exempt from registration under Section 4(a)(2) and Regulation D under the Securities Act.
−Removed: To minimize dilution from issuing shares for the milestone settlement, we repurchased 0.2 million shares of our common stock in February 2024.
Issuer Purchases of Equity Securities
−Removed: The following table summarizes repurchases of common stock settled during the three-month period ended March 31, 2024:
+Added: The following table summarizes repurchases of common stock settled during the three-month period ended June 30, 2024:
Total Number of Shares Purchased
3 unchanged sentences
Purchased Under the Program (1)
−Removed: February 2024
−Removed: (1) In February 2016, our Board of Directors authorized a $1.0 billion share repurchase program effective March 1, 2016, with no expiration date.
+Added: 2,000,000,000
+Added: 1,904,602,369
+Added: 1,904,602,369
+Added: (1) In February 2016, our Board of Directors authorized a $1.0 billion share repurchase program effective March 1, 2016, which authorization expired on May 29, 2024.
+Added: In May 2024, our Board of Directors authorized a $2.0 billion share repurchase program effective May 29, 2024, with no expiration date.
+Added: Subsequent to June 30, 2024 through August 5, 2024, we repurchased an additional 1.9 million shares for $207.0 million, resulting in $1,697.6 million remaining authorized under the May 2024 program as of August 5, 2024.
Defaults Upo n Senior Securities
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.