EVI INDUSTRIES, INC.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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Sep 30, 2026 · Filed Nov 9, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
|---|
On July 28, 2026, the Company's Board of Directors approved a share repurchase program which authorizes the repurchase of up to $10.0 million of the Company's outstanding common stock. Under the share repurchase program, the Company may repurchase shares of its common stock from time to time in management’s discretion through solicited or unsolicited open market transactions, in privately negotiated transactions, or by other means in accordance with applicable federal securities laws, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing, manner, price, and amount of shares which may be repurchased under the program will be at management’s discretion based on market conditions, the trading price of the Company’s common stock, the Company’s financial condition, results of operations and capital requirements, general business conditions, alternative investment opportunities, and other factors deemed relevant by management. The share repurchase program does not obligate the Company to repurchase any specific amount of shares, has no expiration date, and may be modified, suspended or terminated at any time without prior notice at the discretion of the Company’s Board of Directors.
Upon request by a recipient of awards granted under the Company's equity incentive plans, the Company may issue shares upon the vesting of restricted stock awards or restricted stock units, or the grant of stock awards, net of the statutory tax withholding requirements that the Company pays on behalf of its employees. For financial statement purposes, the shares withheld are treated as being repurchased by the Company and are reflected as repurchases in the Company’s condensed consolidated statements of cash flows and shareholders’ equity as they reduce the number of shares that would have been issued. Such deemed repurchases are not repurchases under the Company's share repurchase program.
The following table provides information concerning shares of the Company’s common stock repurchased during the quarter ended September 30, 2026:
| Maximum Number | ||||
|---|---|---|---|---|
| (or Approximate | ||||
| Total Number of · Approximate Dollar | ||||
| Shares Purchased as · Value) of Shares | ||||
| Total Number | Average | a Part of Publicly | That May Yet Be | |
| of Shares | Price Per | Announced | Purchased | |
| Period | Purchased | Share | Programs | Under the Program |
| July 1 – July 31, 2026 | — | $— | — | $10,000,000 |
| August 1 – August 31, 2026 | — | — | — | 10,000,000 |
| September 1 – September 30, 2026 | 38,065 (1) | 17.45 | — | 10,000,000 |
| Total | 38,065 (1) | $17.45 | — | $10,000,000 |
(1) Relates to shares treated as repurchased upon the vesting of restricted stock awards or restricted stock units net of statutory tax withholding requirements as described and set forth above.
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