filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our 2025 Form 10-K, which could materially adversely affect our business, financial condition, or future results. There have been no material changes to the risk factors disclosed in our 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
As announced on October 2, 2025, the Board of Directors authorized the Repurchase Program described above, under “Liquidity and Financial Condition.”
The following table provides information about shares of our common stock (Class A and Class B, in total) that we acquired as part of the Repurchase Program during the quarter ended January 31, 2026:
| Period | Total Number of Class A Shares Purchased**(1)** | Total Number of Class B Shares Purchased**(1)** | Average Price Paid per Class A Share**(2)** | Average Price Paid per Class B Share**(2)** | 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)** | ||||||||||||||
| November 1 – November 30, 2025 | 302,431 | 5,721,293 | $ | 27.50 | $ | 27.74 | 6,023,724 | $ | 134,200,000 | |||||||||||
| December 1 – December 31, 2025 | 176,108 | 4,334,311 | $ | 29.44 | $ | 29.76 | 4,510,419 | $ | — | |||||||||||
| January 1 – January 31, 2026 | — | — | $ | — | $ | — | — | $ | — | |||||||||||
| Total | 478,539 | 10,055,604 | $ | 28.21 | $ | 28.61 | 10,534,143 | $ | — |
| (1) | All shares in this column were repurchased under the program announced on October 2, 2025, under which the Board of Directors authorized the repurchase of up to $400 million (excluding brokerage fees and excise taxes) of outstanding shares of Class A and Class B common stock between October 1, 2025 and October 1, 2026. The program was completed in December 2025. | ||||
| (2) | Our share repurchases in excess of issuances are subject to 1% excise tax enacted by the Inflation Reduction Act. The amounts reflected in this table exclude related fees, costs, commissions, and any excise tax incurred in connection with the share repurchases. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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