Capital Stock

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Capital Stock

Capital Stock

On May 24, 2023, the Company’s shareholders approved the proposed change of the Company’s state of incorporation from Montana to Delaware. At the effective time of the conversion, each outstanding share of the Company’s Class A common stock became an outstanding share of common stock of the Company and each outstanding option, warrant or other right to acquire shares of the Company’s previously designated Class A common stock became an outstanding option, warrant or other right to acquire shares of common stock of the Company. Accordingly, all references to Class A common stock in these financial statements and notes refer to the role of the Class A common stock in the GWB acquisition while all other references to the Company’s common capital stock have been retroactively changed to reference common stock.

The Company had 105,011,371 shares and 104,442,023 shares of common stock outstanding as of September 30, 2023 and December 31, 2022, respectively.

The Company completed the stock repurchase program adopted by the Company’s board of directors in 2022 and the Company’s board of directors has not authorized a stock repurchase program for 2023. There were 3,729,300 shares repurchased and retired under the stock repurchase program during the three months ended September 30, 2022 at a total cost of $133.1 million, including costs and commissions, at an average cost of $40.59 per share. There were 5.0 million shares repurchased and retired during the nine months ended September 30, 2022 at a total cost of $197.4 million, including costs and commissions, at an average cost of $39.48.

Other stock repurchases during the nine months ended September 30, 2023 and 2022, were redemptions of vested restricted shares tendered in lieu of cash for payment of income tax withholding amounts by participants in the Company’s equity compensation plans.

During the nine months ended September 30, 2023, the Company issued 54,414 shares of its common stock to directors for their annual service on the Company's board of directors. The aggregate value of the shares issued to directors of $1.2 million is amortized into stock-based compensation expense in the accompanying consolidated statements of changes in stockholders’ equity over a one-year service based period.

On May 25, 2023, the Company filed a Registration Statement on Form S-8 to register an additional 2,000,000 shares of common stock to be issued pursuant to the Company's 2023 Equity and Incentive Plan.

On May 26, 2023, the Company filed a universal shelf registration statement on Form S-3, which was subsequently declared effective by the SEC. The shelf registration statement allows the Company to raise additional capital from time to time through offers and sales of registered securities consisting of debt securities, preferred stock, depositary shares, common stock, warrants, purchase contracts, and units or units consisting of any combination of the foregoing securities. The Company may sell these securities using the prospectus in the shelf registration statement, together with applicable prospectus supplements, from time to time, in one or more offerings.