Item 1A. Risk Factors
4K characters. Original on sec.gov ·
Item 1A. Risk Factors
Except as disclosed in “Part II, Item 1A, Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, 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, 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 has been amended from time to time, including most recently in May 2026, to authorize the repurchase of up to $15.5 billion, excluding fees and expenses, of our Class A common stock through open market purchases, including under 10b5-1 Plans, and through ASR agreements entered into with financial institutions, in accordance with applicable federal securities laws. The repurchase program does not have an expiration date and had a remaining balance of $2,338 million as of June 30, 2026. 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 June 30, 2026, we repurchased $1,153 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) | ||||||||||||||||||||||
| April 1, 2026 - April 30, 2026 | — | — | — | 1,491 | ||||||||||||||||||||||
| May 1, 2026 - May 31, 2026 | ||||||||||||||||||||||||||
| May 2026 ASR | 7,798,030 | (a) | 7,798,030 | |||||||||||||||||||||||
| Open market purchases | 9,856,319 | 53.04 | 9,856,319 | 2,468 | ||||||||||||||||||||||
| June 1, 2026 - June 30, 2026 | ||||||||||||||||||||||||||
| May 2026 ASR | 1,903,112 | (a) | 1,903,112 | |||||||||||||||||||||||
| Open market purchases | 2,915,315 | 44.55 | 2,915,315 | 2,338 | ||||||||||||||||||||||
| Total | 22,472,776 | $ | 51.29 | 22,472,776 |
(a) In May 2026, we entered into ASR agreements with financial institutions to purchase $500 million of our Class A common stock (the "May 2026 ASR"). In total, 9.7 million shares were repurchased under the May 2026 ASR at an average repurchase price of $51.54.
The aggregate purchase price and weighted average price per share do not include the excise tax on net stock repurchases. The excise tax was immaterial for the three months ended June 30, 2026.
During the three months ended June 30, 2026, we also purchased shares in connection with our stock-based compensation plans, whereby shares of our Class A common stock were tendered by employees for payment of applicable statutory tax withholdings. For the three months ended June 30, 2026, such repurchases totaled 0.2 million shares at an aggregate cost of $10 million.
| Cognizant Technology Solutions | 44 | June 30, 2026 Form 10-Q |
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