CENTRAL GARDEN & PET CO
For the period ended Mar 29, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 29, 2025 · Filed May 8, 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 March 29, 2025 and the dollar
amount of authorized share repurchases remaining under our stock repurchase program.
| 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) | ||||||
|---|---|---|---|---|---|---|
| December 29, 2024 - February 1, 2025 | 4,804 | (3) | $30.68 | — | $131,028,000 | |
| February 2, 2025 - March 1, 2025 | 181,824 | (2) | 32.62 | 77,453 | 131,028,000 | |
| March 2, 2025 - March 29, 2025 | 1,156,651 | (1) (2) | 33.51 | 1,156,651 | 101,172,000 | |
| Total | 1,343,279 | $33.38 | 1,234,104 | $101,172,000 | (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 March 29, 2025, we had $101 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 1,234,104 shares under the two programs: 734,354 CENTA shares and 499,750 CENT shares,
including 343,055 shares repurchased under the Equity Dilution Authorization and 891,049 shares repurchased under the 2019
Repurchase Authorization.
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