Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

3K characters. Original on sec.gov · Markdown

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchase of Equity Securities

On April 27, 2021, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Class A Common Stock (“Common Stock”) during the three-year period ending April 27, 2024 (the “2021 Stock Repurchase Program”). During the three months ended March 31, 2024, the Company repurchased 1.4 million shares of its Common Stock for $153.8 million under the 2021 Stock Repurchase Program. All of the repurchased shares during the first three months of 2024 were retired by the Company. From April 1, 2024 to April 26, 2024, the Company repurchased 0.6 million additional shares of its Common Stock for $71.8 million, which were the final repurchases under the 2021 Stock Repurchase Program.

The table below reflects the Company’s stock repurchases for the three months ended March 31, 2024:


				Total Number of	Maximum Dollar
(dollars in millions, except price per share)				Shares Purchased as	Value of Shares
	Total Number	Average		Part of Publicly	that May Yet be
	of Shares	Price Paid		Announced Plans or	Purchased Under the
Period	Purchased	per Share		Programs	Plans or Programs
January 1 to January 31, 2024	—	$	—	—	$	226.5
February 1 to February 29, 2024	756,100		104.53	756,100		147.5
March 1 to March 31, 2024	673,000		111.06	673,000	$	72.7
Total	1,429,100	$	107.61	1,429,100

On April 23, 2024, the Company’s Board of Directors authorized a new stock repurchase program under which the Company may purchase up to $2.0 billion of the Company’s Common Stock during the three-year period ending on the close of business on April 28, 2027 (the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program becomes effective on April 29, 2024. The timing and amount of any future repurchases will depend on a number of factors, such as the levels of cash generation from operations, the volume of stock options exercised by employees, cash requirements for acquisitions, dividends paid, economic and market conditions and the price of the Common Stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Previous: Item 1A. Risk Factors · Next: Item 5. Other Information