CENTRAL GARDEN & PET CO
For the period ended Dec 28, 2024. Filed Feb 6, 2025.
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Dec 28, 2024 · Filed Feb 6, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth the repurchases of any equity securities during the fiscal quarter ended December 28, 2024 and the dollar
amount of authorized share repurchases remaining under our stock repurchase programs.
| Period · Total Number of Shares (or Units) Purchased · AveragePrice Paid per Share (or Units) · Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1)(2) · Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)(2) | ||||||
|---|---|---|---|---|---|---|
| September 29, 2024 - November 2, 2024 | 1,270,368 | (1) (2) (3) | $30.77 | 1,261,989 | $44,329,000 | |
| November 3, 2024 - November 30, 2024 | 415,643 | (1) (3) | $32.00 | 415,643 | $31,028,000 | |
| December 1, 2024 - December 28, 2024 | 44,593 | (3) | $35.03 | — | $131,028,000 | |
| Total | 1,730,604 | $31.17 | 1,677,632 | $131,028,000 | (4) | |
(1)In August 2019, our Board of Directors authorized a share repurchase program to purchase up to $100 million of our common stock
(the "2019 Repurchase Authorization”). The 2019 Repurchase Authorization has no fixed expiration date and expires when the
amount authorized has been used or the Board withdraws its authorization. In December 2024, our Board of Directors authorized a
$100 million increase in the share repurchase program, (the "2024 Repurchase Authorization"). The 2024 Repurchase
Authorization has no fixed expiration date and expires when the amount authorized has been used or the Board withdraws its
authorization. The repurchase of shares may be limited by certain financial covenants in our credit facility that restrict our ability to
repurchase our stock. As of December 28, 2024, we had $131 million of authorization remaining under our 2024 Repurchase
Authorization and 2019 Repurchase Authorization, collectively.
(2)In February 2019, our Board of Directors authorized us to make supplemental stock purchases to minimize dilution resulting from
issuances under our equity compensation plans (the “Equity Dilution Authorization”). In addition to our 2019 and 2024 Repurchase
Authorizations, we are permitted to purchase annually a number of shares equal to the number of shares of restricted stock and
stock options granted in the prior fiscal year, to the extent not already repurchased, and the current fiscal year. The Equity Dilution
Authorization has no fixed expiration date and expires when the Board withdraws its authorization.
(3)Shares purchased during the period indicated include withholding of a portion of shares to cover taxes in connection with the
vesting of restricted stock and do not reduce the dollar value of shares that may be purchased under our stock repurchase plan.
(4)During the period, we repurchased 1,677,632 shares under the two programs, 1,321,243 CENTA shares and 356,389 CENT
shares, including 37,563 shares repurchased under the Equity Dilution Authorization and 1,640,069 shares repurchased under the
2019 Repurchase Authorization.
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