Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

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Stockholders' Equity
 12 Months Ended
Feb. 29, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common stock
Effective November 10, 2022, we have one class of common stock with a material number of shares outstanding: Class A Stock. Holders of Class A Stock are entitled to one vote per share. In addition, we have a class of common stock with an immaterial number of shares outstanding: Class 1 Stock. Shares of Class 1 Stock generally have no voting rights. Class 1 Stock shares are convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder, provided that the holder immediately sells the Class A Stock acquired upon conversion. Because shares of Class 1 Stock are convertible into shares of Class A Stock, for each share of Class 1 Stock issued, we must reserve one share of Class A Stock for issuance upon the conversion of the share of Class 1 Stock. Holders of Class 1 Stock do not have any preference as to dividends, but may participate in any dividend if and when declared by the Board of Directors. If we pay a cash dividend on Class 1 Stock, each share of Class A Stock will receive an amount at least 10% greater than the amount of cash dividend per share paid on Class 1 Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Stock without paying a dividend on Class 1 Stock.
Prior to the Reclassification, we had an additional class of common stock with a material number of shares outstanding: Class B Stock. Class B Stock shares were convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder. Holders of Class B Stock were entitled to 10 votes per share. See “Reclassification” below for additional information.

The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:
Common Stock Treasury Stock
Class A Class B Class 1 Class A Class B
Balance at February 28, 2021 187,204,280  28,270,288  612,936  17,070,550  5,005,800 
Share repurchases —  —  —  6,179,015  — 
Conversion of shares 59,579  (57,948) (1,631) —  — 
Exercise of stock options —  —  1,637,374  (287,873) — 
Employee stock purchases —  —  —  (57,738) — 
Vesting of restricted stock units (1)
—  —  —  (71,413) — 
Vesting of performance share units (1)
—  —  —  (7,934) — 
Balance at February 28, 2022 187,263,859  28,212,340  2,248,679  22,824,607  5,005,800 
Share repurchases —  —  —  7,086,446  — 
Retirement of shares (2)
—  (5,005,800) —  —  (5,005,800)
Conversion of shares (3)
25,433,569  (23,206,540) (2,227,029) —  — 
Exercise of stock options —  —  1,055  (262,970) — 
Employee stock purchases —  —  —  (57,284) — 
Vesting of restricted stock units (1)
—  —  —  (76,047) — 
Vesting of performance share units (1)
—  —  —  (16,326) — 
Balance at February 28, 2023 212,697,428  —  22,705  29,498,426  — 
Share repurchases —  —  —  1,043,366  — 
Conversion of shares
 870  —  (870) —  — 
Exercise of stock options —  —  1,826  (582,476) — 
Employee stock purchases —  —  —  (59,408) — 
Vesting of restricted stock units (1)
—  —  —  (76,914) — 
Vesting of performance share units (1)
—  —  —  (13,113) — 
Balance at February 29, 2024 212,698,298  —  23,661  29,809,881  — 
(1)Net of the following shares withheld to satisfy tax withholding requirements:
For the Years Ended
February 29,
2024		 February 28,
2023		 February 28,
2022
Restricted Stock Units 40,023 37,494 36,213
Performance Share Units 8,735 4,919 4,565
(2)Shares of our Class B Treasury Stock were retired to authorized and unissued shares of our Class B Stock prior to completing the Reclassification.
(3)Includes shares of Class B Stock issued and outstanding immediately prior to the Effective Time that were reclassified, exchanged, and converted into one share of Class A Stock and the right to receive $64.64 in cash, without interest (see “Reclassification” below).
Stock repurchases
In January 2018, our Board of Directors authorized the repurchase of up to $3.0 billion of our publicly traded common stock, which was fully utilized as of May 31, 2022. Additionally, in January 2021 and in November 2023, our Board of Directors authorized additional repurchases of up to $2.0 billion, respectively, of our publicly traded common stock. The Board of Directors did not specify a date upon which these authorizations would expire. Shares repurchased under these authorizations become treasury shares.

A summary of share repurchase activity is as follows:
For the Years Ended
February 29, 2024 February 28, 2023 February 28, 2022
Dollar
Value		 Number of
Shares		 Dollar
Value		 Number of
Shares		 Dollar
Value		 Number of
Shares
(in millions, except share data)
2018 Authorization $ —  —  $ 563.6  2,254,536  $ 1,390.5  6,179,015 
2021 Authorization
 249.7  1,043,366  1,136.6  4,831,910  —  — 
2023 Authorization
 —  —  —  —  —  — 
$ 249.7  1,043,366  $ 1,700.2  7,086,446  $ 1,390.5  6,179,015 

Subsequent to February 29, 2024, we repurchased 424,783 shares of Class A Stock pursuant to the 2021 Authorization at an aggregate cost of $110.0 million through open market transactions. As of April 23, 2024, total shares repurchased under our board authorizations are as follows:
Class A Stock
Repurchase
Authorization		 Dollar Value
of Shares
Repurchased		 Number of
Shares
Repurchased
(in millions, except share data)
2018 Authorization $ 3,000.0  $ 3,000.0  13,331,156
2021 Authorization (1)
$ 2,000.0  $ 1,496.3  6,300,059
2023 Authorization (1)
$ 2,000.0  $ —  —
(1)As of April 23, 2024, $2,503.7 million remains available for future share repurchases, excluding the impact of Federal excise tax owed pursuant to the IRA.

Reclassification
In November 2022, we completed the Reclassification at the Effective Time as contemplated by the Reclassification Agreement. Pursuant to the Reclassification, each share of Class B Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged, and converted into one share of Class A Stock and the right to receive $64.64 in cash, without interest. The aggregate cash payment to holders of Class B Stock at the Effective Time was $1.5 billion. We utilized our $1.0 billion delayed draw three-year term loan facility under the August 2022 Term Credit Agreement and borrowings under our commercial paper program to fund the aggregate cash payment to holders of Class B Stock. The issuance of Class A Stock in connection with the Reclassification was registered under the Securities Act pursuant to the Registration Statement on Form S-4.

Following the completion of the Reclassification, a number of corporate governance changes were implemented, consisting of the following:

•Robert and Richard Sands, who previously served as our Executive Chairman of the Board and Executive Vice Chairman of the Board, respectively, retired from their executive positions;
•Robert Sands and Richard Sands continued serving as non-executive Board members;
•holders of Class A Stock are entitled to elect all directors to be elected at future Annual Meetings of Stockholders; and
•certain standstill and lock-up provisions for the Sands Family Stockholders; limitations on the Sands Family Stockholders’, directors’, and officers’ ability to pledge our common stock; a near-term rotation of the lead independent director position; and the transition to a majority vote standard for uncontested director elections.

Common stock dividends
In April 2024, our Board of Directors declared a quarterly cash dividend of $1.01 per share of Class A Stock and $0.91 per share of Class 1 Stock payable in the first quarter of Fiscal 2025.