COMMON STOCK

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

COMMON STOCK

COMMON STOCK

Share Repurchase Program - Our Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2024 and 2023. Under these programs, shares may be purchased in the open market or in privately negotiated transactions according to SEC rules.

The Share Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended at any time. Repurchased shares are held in treasury and may be reserved for future use in connection with acquisitions, employee share plans and other general purposes. Under the 2024 Credit Facilities, described in Note 10, Debt and Financing Arrangements, share repurchases are unlimited when total leverage is less than 3.0x on a proforma basis including such share repurchases. When leverage is greater than 3.0x but less than the Adjusted Total Leverage Ratio (defined as the maximum leverage ration less 0.25x) on a proforma basis including share repurchases, the annual share repurchase is limited to the greater of $50.0 million and 10 percent of Pro Forma EBITDA.

Under the Share Repurchase Program, we repurchased no shares on the open market during the year ended December 31, 2024. We repurchased 1.3 million shares on the open market at a cost (including fees and commissions) of $65.1 million during the year ended December 31, 2023. Shares repurchased to settle statutory employee withholding related to vesting of stock awards were 0.2 million shares at a cost of $11.5 million during the year ended December 31, 2024 and 0.2 million shares at a cost of $8.4 million during the year ended December 31, 2023.

Common Stock Issued for Marcum Acquisition - Pursuant to the Merger Agreement and as part of the total purchase price consideration, on January 2, 2025 and February 3, 2025, we issued and delivered approximately 3.1 million and 0.3 million shares of our Common Stock, respectively, to the selling shareholders in the Transaction. The remaining 10.2 million shares will be issued and delivered in 34 monthly installments starting March 3, 2025.