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There have been no material changes in our risk factors from those disclosed in the 2025 Form 10-KT under Part I, Item 1A – Risk Factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c.) Purchases of Equity Securities by the Issuer
In 2017, the Board of Directors authorized the Company to repurchase up to 4,000,000 shares of the Company’s Class A Common Stock or Class B Common Stock, or any combination of the foregoing (the “2017 Authorization”).
The Company has entered into two agreements for open market repurchases. One agreement, dated November 11, 2025, provided for the repurchase of shares of Class A Common Stock up to an aggregate amount not to exceed $120.0 million in total repurchases, and the other agreement, dated November 26, 2025, provided for the repurchase of shares of Class B Common Stock up to an aggregate amount not to exceed $30.0 million in total repurchases. As of June 30, 2026, the remaining number of shares that could be repurchased under the 2017 Authorization was 319,787.
On December 9, 2025, the Board of Directors authorized the Company to repurchase shares of Class A Common Stock or Class B Common Stock, or any combination of the foregoing, up to an aggregate amount not to exceed $300.0 million in total purchases (the “2025 Authorization”). Repurchases of shares of Class A Common Stock or Class B Common Stock under the 2025 Authorization will not begin until after the completion of the repurchase of shares of Class A Common Stock or Class B Common Stock, as the case may be, under the 2017 Authorization.
On July 28, 2026, the Company announced its intention to repurchase up to $150.0 million of the Company's Class A Common Stock and/or Class B Common Stock pursuant to the Company's existing share repurchase authorization framework. Repurchases may be made from time to time in open market or privately negotiated transactions, subject to market conditions, applicable legal requirements and other factors.
Neither the 2017 Authorization nor the 2025 Authorization obligates the Company to acquire any particular amount of its common stock and may be suspended, modified or discontinued at any time.
See Note 10 to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information regarding this program and the repurchase of shares of Class A and B Common Stock.
During the three months ended June 30, 2026, the Company repurchased the following shares of its Class A and Class B Common Stock:
Period Total Number of Shares of Class A Common Stock Purchased Average Price Paid per Share of Class A Common Stock* Total Number of Shares of Class B Common Stock Purchased Average Price Paid per Share of Class B Common Stock* Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value That May Yet be Purchased Under the Program
April 1, 2026 to April 30, 2026 — $ — 31,720 $ 88.75 31,720 $ 300,000,000
May 1, 2026 to May 31, 2026 — — — — 300,000,000
June 1, 2026 to June 30, 2026 — — — — 300,000,000
Total — 31,720 31,720
*Average price paid per share reflects the weighted average purchase price paid for shares.
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