ASSURANT INC
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
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Equity Transactions
- Equity Transactions
Common Stock
Changes in the number of shares of common stock outstanding are as follows for the periods presented:
| December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Shares of common stock outstanding, beginning | 52,830,381 | 55,754,113 | 57,967,808 |
| Vested restricted stock and restricted stock units, net (1) | 170,911 | 179,434 | 214,116 |
| Issuance related to performance share units (1) | 142,091 | 147,546 | 91,845 |
| Issuance related to ESPP | 131,815 | 96,846 | 113,555 |
| Issuance related to MCPS | — | — | 2,703,911 |
| Shares of common stock repurchased | (1,319,204) | (3,347,558) | (5,337,122) |
| Shares of common stock outstanding, ending | 51,955,994 | 52,830,381 | 55,754,113 |
(1)Vested restricted stock, restricted stock units and performance share units are shown net of shares of common stock retired to cover participant income tax liabilities.
The Company is authorized to issue 800,000,000 shares of common stock. In addition,150,001 shares of Class B common stock and 400,001 shares of Class C common stock are authorized but have not been issued.
Stock Repurchase
In November 2023, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase up to $600.0 million aggregate cost at purchase of its outstanding common stock. In January and May 2021, the Board authorized the Company to repurchase up to $600.0 million and $900.0 million, respectively, aggregate cost at purchase of its outstanding common stock.
During the year ended December 31, 2023, the Company repurchased 1,319,204 shares of the Company’s outstanding common stock at a cost of $200.0 million, exclusive of commissions, leaving $674.5 million remaining under the November 2023 and May 2021 repurchase authorizations at December 31, 2023. During the years ended December 31, 2022 and 2021, the Company repurchased 3,347,558 and 5,337,122 shares of the Company’s outstanding common stock at a cost, exclusive of commissions, of $567.6 million and $844.4 million, respectively.
The timing and the amount of future repurchases will depend on market conditions, the Company’s financial condition, results of operations and liquidity and other factors.
Mandatory Convertible Preferred Stock
In March 2018, the Company issued 2,875,000 shares of the MCPS, with a par value of $1.00 per share, at a public offering price of $100.00 per share. Each outstanding share of MCPS converted in March 2021 into 0.9405 of common stock, or 2,703,911 common stock in total plus an immaterial amount of cash in lieu of fractional shares. The Company used a portion of its treasury stock for the common stock, using the average cost method to account for the reissuance of such shares.
Dividends on the MCPS were payable on a cumulative basis when, as and if declared, at an annual rate of 6.50% of the liquidation preference of $100.00 per share. The Company paid preferred stock dividends of $4.7 million for the year ended December 31, 2021.
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