Item 1A. Risk Factors
7K characters. Original on sec.gov · Markdown
Item 1A. Risk Factors
There have been no material changes from the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), except for the following risk factors which supplement the risk factors disclosed in our 2025 Annual Report. Our business, operations, and financial results are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, and the trading price of our Class A common stock. Investors should carefully read and consider the risks and uncertainties included in the 2025 Annual Report and described below, together with all of the other information in the 2025 Annual Report and this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes, and other documents that we file with the U.S. Securities and Exchange Commission. The risks and uncertainties described in these reports may not be the only ones we face. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.
Industry, Financial, and Insurance Risks
Our indebtedness could adversely affect our business and financial condition.
As of March 31, 2026, we had $2.5 billion of long-term debt outstanding, all of which consisted of our unsecured senior notes (“Senior Notes”). We also have access to $1.0 billion of commitments and a $200 million sub-limit for the issuance of letters of credit under the 2022 Credit Facility. As of March 31, 2026, no amounts were drawn under our 2022 Credit Facility and outstanding letters of credit totaled $20 million. Risks relating to our indebtedness include:
-
increasing our vulnerability to general adverse economic and industry conditions;
-
requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
-
making it difficult for us to optimally capitalize and manage the cash flow for our business;
-
limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
-
placing us at a competitive disadvantage compared to our competitors that are less levered; and
-
limiting our ability to borrow additional funds or to borrow funds at desirable rates or terms we find acceptable.
The agreements governing our indebtedness contain various covenants that may limit our ability to effectively operate our businesses, including those in our 2022 Credit Facility that restrict our ability to (i) incur additional indebtedness at subsidiaries that are not guarantors of the 2022 Credit Facility; (ii) create or incur additional liens; (iii) partake in sale/leaseback transactions; (iv) engage in certain fundamental changes, including mergers or consolidations; and (v) enter into negative pledge clauses and clauses restricting subsidiary distributions. The indenture governing the Senior Notes contains limited covenants and does not restrict us or our subsidiaries' ability to incur additional debt, pay dividends, repurchase securities, or engage in a variety of corporate transactions. Additionally, the covenants in our Senior Notes restricting our ability to create liens or enter into sale and leaseback transactions apply only to "principal properties," and as of March 31, 2026, neither we nor our subsidiaries own any property that constitutes a principal property.
Any failure to comply with the restrictions of our 2022 Credit Facility or the indenture governing our outstanding Senior Notes may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds. In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business or otherwise.
In connection with the offering of the Senior Notes, we entered into interest rate swaps with an aggregate notional amount of approximately $1.7 billion that involves the exchange of fixed-for-floating rate interest payments. These swaps effectively convert the fixed interest rates on a portion of our Senior Notes to floating interest rates based on the Secured Overnight Financing Rate, which increases our
exposure to interest rate risk. If interest rates were to increase, our debt service obligations on the indebtedness with respect to which we have entered into these fixed-for-floating interest rate swaps would increase, even though the principal amount issued remains the same.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table sets forth information relating to repurchases of our equity securities during the three months ended March 31, 2026 (in millions, except per share amounts):
| Period | Total Number of Shares Purchased | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2) | ||||||||||
| January 1 - 31 | 2.2 | $ | 134.38 | 2.2 | $ | 5,256 | ||||||||
| February 1 - 28 | 3.0 | $ | 123.98 | 3.0 | $ | 4,880 | ||||||||
| March 1 - 31 | 2.9 | $ | 130.80 | 2.9 | $ | 4,506 | ||||||||
| Total | 8.1 | $ | 129.26 | 8.1 |
(1)Includes broker commissions.
(2)On August 6, 2025, we announced that our board of directors approved a share repurchase program with authorization to purchase up to an additional $6.0 billion of our Class A common stock at management’s discretion. The share repurchase program does not have an expiration date, does not obligate us to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time at our discretion.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Previous: Item 4. Controls and Procedures · Next: Item 5. Other Information