filings.toolsItem 1A. RISK FACTORS
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Item 1A. RISK FACTORS
For a discussion of our risk factors, including risks and uncertainties related to business, economic and geopolitical conditions, see Part I, Item 1A. “Risk Factors” of the 2025 Form 10-K. The risks and uncertainties that we face are not limited to those set forth in the 2025 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our securities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) ISSUER PURCHASES OF SECURITIES
The table below sets forth the information with respect to purchases of our common shares made by or on behalf of us during the three months ended June 30, 2026.
| Total Number of Shares Purchased | Average Price Paid Per Share (a) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||||||
| April 1-30, 2026 | ||||||||||||||||||||||||||
| Repurchase programs(c) | 3,926,079 | $ | 318.78 | 3,926,079 | 49,114,122 | |||||||||||||||||||||
| Employee transactions(d) | — | $ | — | N/A | N/A | |||||||||||||||||||||
| May 1-31, 2026 | ||||||||||||||||||||||||||
| Repurchase programs(c) | 1,678,819 | $ | 314.06 | 1,678,819 | 47,435,303 | |||||||||||||||||||||
| Employee transactions(d) | 11,931 | $ | 317.38 | N/A | N/A | |||||||||||||||||||||
| June 1-30, 2026 | ||||||||||||||||||||||||||
| Repurchase programs(c) | 1,528,847 | $ | 309.91 | 1,528,847 | 45,906,456 | |||||||||||||||||||||
| Employee transactions(d) | 3 | $ | 310.66 | N/A | N/A | |||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
| Repurchase programs(c) | 7,133,745 | $ | 315.77 | 7,133,745 | 45,906,456 | |||||||||||||||||||||
| Employee transactions(d) | 11,934 | $ | 317.38 | N/A | N/A |
(a)The average price paid per share does not reflect costs and taxes associated with the purchase of shares.
(b)Share purchases under publicly announced programs are made pursuant to open market purchases, plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, privately negotiated transactions or other purchases, including block trades, accelerated share repurchase programs or any combination of such methods as market conditions warrant and at prices we deem appropriate.
(c)On March 8, 2023, the Board of Directors authorized the repurchase of up to 120 million common shares from time to time, subject to market conditions and in accordance with our capital plans. This authorization replaced the prior repurchase authorization. See “Consolidated Capital Resources and Liquidity” under MD&A for additional information regarding share repurchases.
(d)Includes: (i) shares surrendered by holders of employee stock options who exercised options (granted under our incentive compensation plans) in satisfaction of the exercise price and/or tax withholding obligation of such holders and (ii) shares underlying restricted stock awards or restricted stock units withheld (under the terms of grants under our incentive compensation plans) to offset tax withholding obligations that occur upon vesting and release of such awards. Our incentive compensation plans provide that the value of the shares delivered or attested to, or withheld, be based on the price of our common shares on the date the relevant transaction occurs.
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