Item 8.01 Other Events
On November 10, 2022, Kimball International, Inc. (the “Company”) adopted a repurchase plan (the “Repurchase Plan”) under Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company implemented the Repurchase Plan in connection with its previously announced stock repurchase program. The program allows for the repurchase of up to four million shares of the Company’s common stock and will remain in effect until all shares authorized have been repurchased. As of December 5, 2022, approximately 1.6 million shares of the Company’s common stock remain available under the repurchase program. The Repurchase Plan commences on December 7, 2022 and terminates on February 1, 2023.
Rule 10b5-1 permits corporate officers, directors, and companies to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. Using these plans, insiders may spread stock trades over a period regardless of any material, non-public information they may receive after adopting their plans. In accordance with Rule 10b5-1, the Company will have no discretion over the repurchase of shares of common stock under the repurchase plan. Rule 10b-18 provides a company with a non-exclusive safe harbor from liability under certain market manipulation rules when repurchases of the Company’s common stock in the market are made under the rule’s conditions. In accordance with Rule 10b-18, the Company will fulfill the required manner, timing, price, and volume conditions under the repurchase plan.
Although the Company adopted the Repurchase Plan, the Company may make discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing, manner, price and amount of any such repurchases will be determined by the Company at its discretion and will depend upon a variety of factors including economic and market conditions, price, applicable legal requirements and other factors.
Information regarding stock repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.