filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. For a discussion of such risks, please refer to Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"). This section supplements the Risk Factors described in the 2025 Form 10-K based on recent developments since the 2025 Form 10-K filing.
We face risks related to the conflict in the Middle East.
The conflict in the Middle East has resulted in worldwide geopolitical and macroeconomic disruption, directly impacting travel trends in the Middle East and in other travel corridors such as Europe and Asia. Following the onset of the conflict, we experienced increased cancellations and slower growth in new bookings. In addition to these direct impacts, there could be negative impacts to nearby regions, additional disruption of global energy supplies such as jet fuel, increased energy prices, suspension or cancellation of flights, higher operating costs for travel service providers, elevated prices for consumers, and heightened risks relating to employee safety and cybersecurity incidents, any of which may adversely affect demand for our services, business, and results of operations. Uncertainty relating to the conflict and such follow-on impacts, and how they may affect consumer sentiment, also makes it more difficult to predict future financial results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table sets forth information relating to repurchases of our equity securities during the three months ended March 31, 2026:
ISSUER PURCHASES OF EQUITY SECURITIES
| Period | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Unit) (1) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (Dollars in Billions) | ||||||||||||||||||||||||||||
| January 1, 2026 – | 3,043,675 | (2) | $ | 206.79 | 3,043,675 | $ | 21.2 | (2) (3) | ||||||||||||||||||||||||
| January 31, 2026 | 975 | (4) | $ | 212.46 | N/A | N/A | ||||||||||||||||||||||||||
| February 1, 2026 – | 7,819,900 | (2) (3) | $ | 169.83 | 7,819,900 | $ | 19.9 | (3) | ||||||||||||||||||||||||
| February 28, 2026 | 2,525 | (4) | $ | 194.67 | N/A | N/A | ||||||||||||||||||||||||||
| March 1, 2026 – | 9,756,900 | (3) | $ | 171.90 | 9,756,900 | $ | 18.2 | (3) | ||||||||||||||||||||||||
| March 31, 2026 | 2,134,150 | (4) | $ | 166.17 | N/A | N/A | ||||||||||||||||||||||||||
| Total | 22,758,125 | 20,620,475 | $ | 18.2 |
(1) These amounts exclude the 1% excise tax mandated by the Inflation Reduction Act on share repurchases.
(2) Pursuant to a stock repurchase program announced on February 23, 2023, whereby we were authorized to repurchase up to $20 billion of our common stock.
(3) Pursuant to a stock repurchase program announced on February 20, 2025, whereby we were authorized to repurchase up to $20 billion of our common stock.
(4) Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation. The table above does not include adjustments during the three months ended March 31, 2026 to previously withheld share amounts that reflect changes to the estimates of employee tax withholding obligations.
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