Item 8.01 Other Events.
On May 5, 2023, the Board of Directors (the “Board”) of the Company authorized the Company to repurchase up to an additional $100.0 million (exclusive of fees and commissions) of outstanding shares of its Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), and Class B common stock, $0.00001 par value per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), pursuant to an existing share repurchase program. Such amount is in addition to the Company’s previous aggregate authorization of $450.0 million. As of March 31, 2023, approximately $50.5 million (which amount excludes approximately $1.5 million of shares of Class A Common Stock repurchased and accrued, but not yet settled as of March 31, 2023) was available for future repurchases of shares of Common Stock under the Company’s share repurchase program. Under the share repurchase program, the Company may repurchase shares of Common Stock through open market or privately negotiated transactions, accelerated share repurchases, block purchases, or pursuant to one or more Rule 10b5-1 plans.
The share repurchase program has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by the Board. The share repurchase program does not obligate the Company to repurchase shares of Common Stock and the timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions, corporate and regulatory requirements and other investment opportunities. Information
regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
Cautionary Statement Regarding Forward-Looking Statements
This report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which include, without limitation, statements regarding the Company’s intention to implement a program to purchase up to an additional $100 million of shares of Common Stock; the expected timing, volume and nature of such share repurchase program; the expected source of funding; and the duration of the share repurchase program. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “propose,” “endeavor,” “will,” “should,” “future,” “transition,” “outlook” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are not guarantees of future performance, and are based on management’s expectations as of the date of this report on Form 8-K and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from any future results, performance or achievements. With respect to the proposed share repurchase program and the Company’s long-term opportunities, the Company’s ability to execute such transactions and take advantage of such opportunities are subject to risks and uncertainties including, developments or changes in economic or market conditions, developments or changes in the securities markets, fluctuations in the trading volume and market price of the Common Stock, the effects of the COVID-19 pandemic on the Company’s business and the economy generally, and other factors identified in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023, as filed with the Securities and Exchange Commission on May 9, 2023. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. Additional information will also be set forth in the Company’s future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that it makes with the Securities and Exchange Commission. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Except as may be required by law, the Company undertakes no obligation, and does not intend, to update these forward-looking statements after the date of this report on Form 8-K.