filings.toolsItem 1A. Risk Factors.
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Item 1A. Risk Factors.
There have been no material changes to the risk factors described in Item 1A of our 2024 Annual Report on Form 10-K, Part II, Item 1A of our first quarter 2025 Form 10-Q and Item 1A of our second quarter 2025 Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In November 2005, the Company's Board of Directors announced a stock repurchase program, which was most recently increased in December 2023. The Company is authorized to repurchase up to $10.0 billion, inclusive of past authorizations, of which $1.8 billion is available as of September 30, 2025.
The stock repurchase program is effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are subject to the Company's discretion as part of its capital allocation strategy, and may be based upon general market conditions and the prevailing price and trading volumes of its common stock. No duration has been placed on the repurchase program. The Company reserves the right to discontinue the repurchase program at any time.
| Issuer Purchases of Equity Securities Third Quarter 2025 (Shares in thousands) | |||||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ($ in millions) (2) | |||||||||||||||||||||||||
| July 1, 2025 - July 31, 2025 | 1 | $ | 30.64 | — | $ | 1,830 | |||||||||||||||||||||||
| August 1, 2025 - August 31, 2025 | 23 | 25.72 | — | 1,830 | |||||||||||||||||||||||||
| September 1, 2025 - September 30, 2025 | 6 | 29.90 | — | 1,830 | |||||||||||||||||||||||||
| Total | 30 | $ | 26.77 | — | $ | 1,830 | |||||||||||||||||||||||
| (1) | Includes 11 thousand shares relinquished to the Company by certain employees for the payment of taxes at a weighted average price of $29.00 and an open market purchase of 19 thousand shares by Sarah London, the Company's CEO, at a weighted average price of $25.50 which was previously disclosed on the Form 4 filed with the SEC on August 11, 2025. | ||||||||||||||||||||||||||||
| (2) | A remaining amount of $1.8 billion is available under the stock repurchase program as of September 30, 2025. |
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