Item 4. CONTROLS AND PROCEDURES
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Item 4. CONTROLS AND PROCEDURES
We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this
report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
No changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) occurred during our most recent quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See a summary of the Company’s legal proceedings set forth in note 16 to our condensed consolidated financial statements, which is incorporated by reference herein.
ITEM 1A. RISK FACTORS
For a discussion of our potential risks and uncertainties, see the information under the heading "Item 1A. Risk Factors" in the 2024 Annual Report, which is accessible on the SEC's website at www.sec.gov. There have been no material changes to the risk factors disclosed in the 2024 Annual Report.
The risks described in the 2024 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
On May 14, 2025, the Company issued 15,974 restricted shares under the 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles and 2,400 restricted shares under the 2019 Omnibus Equity Incentive Plan to certain holders of vested performance fee rights. The shares were issued in private placements in reliance on Regulation D or Section 4(a)(2) of the Securities Act.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth information regarding repurchases of shares of common stock during the fiscal quarter ended June 30, 2025.
| Period | Total number of shares of common stock purchased | Average price paid per share | Total number of shares of common stock purchased as part of publicly announced plans or programs****1 | Approximate dollar value of common stock that may yet be purchased under the plans or programs | ||||||||||||||||||||||
| April 1, 2025 through April 30, 2025 | ||||||||||||||||||||||||||
| Opportunistic repurchases | — | — | ||||||||||||||||||||||||
| Equity award-related repurchases2 | 160 | 160 | ||||||||||||||||||||||||
| Total | 160 | $ | 149.27 | 160 | $ | 1,050,330,659 | ||||||||||||||||||||
| May 1, 2025 through May 31, 2025 | ||||||||||||||||||||||||||
| Opportunistic repurchases | — | — | ||||||||||||||||||||||||
| Equity award-related repurchases2 | 112,051 | 112,051 | ||||||||||||||||||||||||
| Total | 112,051 | $ | 139.72 | 112,051 | $ | 1,034,674,472 | ||||||||||||||||||||
| June 1, 2025 through June 30, 2025 | ||||||||||||||||||||||||||
| Opportunistic repurchases | — | — | ||||||||||||||||||||||||
| Equity award-related repurchases2 | — | — | ||||||||||||||||||||||||
| Total | — | $ | — | — | $ | 1,034,674,472 | ||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
| Opportunistic repurchases | — | — | ||||||||||||||||||||||||
| Equity award-related repurchases2 | 112,211 | 112,211 | ||||||||||||||||||||||||
| Total | 112,211 | 112,211 | ||||||||||||||||||||||||
| 1 On February 8, 2024, the AGM board of directors terminated the Company’s prior share repurchase program and approved a new share repurchase program, pursuant to which, the Company is authorized to repurchase up to $3.0 billion of shares of its common stock to opportunistically reduce the Company’s share count or offset the dilutive impact of share issuances under the Company’s equity incentive plans. Under the share repurchase program, repurchases may be of outstanding shares of common stock occurring from time to time in open market transactions, in privately negotiated transactions, pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or otherwise, as well as through reductions of shares that otherwise would have been issued to participants under the Company’s Equity Plan in order to satisfy associated tax obligations. The share repurchase program does not obligate the Company to make any repurchases at any specific time. The program is effective until the aggregate repurchase amount that has been approved by the AGM board of directors has been expended. The program may be suspended, extended, modified or discontinued at any time. | ||||||||||||||||||||||||||
| 2 Represents repurchases of shares of common stock in order to offset the dilutive impact of share issuances under the Equity Plan including reductions of shares of common stock that otherwise would have been issued to participants under the Company’s Equity Plan in order to satisfy associated tax obligations. | ||||||||||||||||||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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