Item 1A. Risk Factors
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Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 12, 2025.
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
(c) Issuer Purchases of Equity Securities
Our stock repurchase program was initially adopted in 2017 and, as amended from time to time, including most recently in March 2025, has authorized the repurchase of up to $13.5 billion, excluding fees and expenses, of our Class A common stock through open market purchases, including under 10b5-1 Plans in accordance with applicable federal securities laws. The repurchase program does not have an expiration date and had a remaining balance of $2,243 million as of September 30, 2025. The timing of repurchases and the exact number of shares to be purchased are determined by management, in its discretion, or pursuant to a 10b5-1 Plan, and depend upon market conditions and other factors.
During the three months ended September 30, 2025, we repurchased $450 million of our Class A common stock under our stock repurchase program as follows:
| Month | Total Number of Shares Purchased | 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) | ||||||||||||||||||||||
| July 1, 2025 - July 31, 2025 | 643,440 | $ | 77.71 | 643,440 | $ | 2,643 | ||||||||||||||||||||
| August 1, 2025 - August 31, 2025 | 2,831,812 | 70.12 | 2,831,812 | 2,445 | ||||||||||||||||||||||
| September 1, 2025 - September 30, 2025 | 2,864,442 | 70.32 | 2,864,442 | 2,243 | ||||||||||||||||||||||
| Total | 6,339,694 | $ | 70.98 | 6,339,694 |
The aggregate purchase price and weighted average price per share does not include the excise tax on net stock repurchases. The excise tax was immaterial for the three months ended September 30, 2025.
During the three months ended September 30, 2025, we also purchased shares in connection with our stock-based compensation plans, whereby shares of our common stock were tendered by employees for payment of applicable statutory tax withholdings. For the three months ended September 30, 2025, such repurchases totaled 0.2 million shares at an aggregate cost of $12 million.
| Cognizant Technology Solutions | 41 | September 30, 2025 Form 10-Q |
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