NRC HEALTH
For the period ended Mar 31, 2025. Filed May 9, 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 31, 2025 · Filed May 9, 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 |
|---|
In May 2022 our Board of Directors authorized the 2022 Program.
Our Credit Agreement provides that, in order for us to pay dividends or repurchase our common stock, there must be no default or event of default existing or that would result from such payment and we must show that we would comply with the Credit Agreement’s fixed charge coverage ratio and consolidated cash flow leverage ratio after giving pro forma effect to such payment.
The table below summarizes repurchases of common stock during the three months ended March 31, 2025.
| Period | Total Number of Shares Purchased | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(3) |
|---|---|---|---|---|
| Jan 1 – Jan 31, 2025 | 26,894 | 16.87 | 26,894 | 280,815 |
| Feb 1 – Feb 28, 2025 | 120,704 | 16.92 | 120,704 | 160,111 |
| Mar 1 – Mar 31, 2025 | 160,111 | 15.14 | 160,111 | - |
| Total | 307,709 | 307,709 |
| (1) | The average price paid per share excludes excise tax incurred on stock repurchases. For the quarter ended March 31, 2025, excise tax expense totaled $47,435. |
| (2) | Shares were repurchased pursuant to the 2022 Program. |
| (3) | In April 2025 our Board of Directors approved a new stock repurchase authorization of up to 1.0 million shares of our common stock (the “2025 Program”). We are authorized to repurchase shares of our outstanding common stock from time-to-time on the open market or in privately negotiated transactions, provided that the maximum dollar amount repurchased shall not exceed $20 million without further consent. The timing and amount of stock repurchases will depend on a variety of factors, including market conditions as well as corporate and regulatory considerations. The stock repurchase authorization may be suspended, modified, or discontinued at any time and we have no obligation to repurchase any amount of our common stock in connection with the repurchase authorization. The repurchase authorization has no set expiration date. The new authorization follows our recent repurchase of all shares remaining under the Board of Director’s 2022 Program authorization. |
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