Item 1A. Risk Factors

We are subject to various risks and uncertainties that may affect our business, results of operations and financial condition including, but not limited to, those described in “Part I — Item 1A: Risk Factors” in our 2025 Form 10-K. Current global economic and geopolitical events and conditions may amplify many of these risks. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business. Except as set forth below, there have been no material changes to the Company’s risk factors from those disclosed in our 2025 Form 10-K.

Stockholder activism or unsolicited acquisition proposals could disrupt our business, divert management’s attention, and adversely affect our ability to execute our long-term strategy.

Publicly traded companies are increasingly subject to campaigns by activist stockholders seeking operational, governance, or strategic changes. Activist stockholders may undertake proxy solicitations, advance stockholder proposals, or otherwise attempt to assert influence on our Board and management, including through the media. The Company may also, from time to time, receive unsolicited acquisition proposals. Responding to this activity can be costly and time-consuming, may divert management attention, may generate substantial legal, advisory, and public relations costs, may adversely impact our ability to recruit and retain employees or enter into agreements with potential business partners, and may cause fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals or prospects of our business. Any of these factors could materially adversely affect our business, cash flows, financial condition, and results of operations.

We have been the subject of activist campaigns in the past and any of the actions and risks above may occur in the future. For example, on May 3, 2026, the Company received an unsolicited, non-binding acquisition proposal from a third party. Although our Board determined on May 12, 2026 that the proposal was neither credible nor attractive and, to date, no changes to this proposal that would alter our Board’s view have been proposed, we cannot predict whether this party or any other party will take further actions.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table presents stock repurchase activity for the three months ended June 30, 2026:

(1)Our stock repurchase program is intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count and return value to stockholders. Any share repurchases under our stock repurchase program may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives.

In February 2026, our Audit Committee authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024. Our stock repurchase program has no expiration from the date of authorization.

For the three months ended June 30, 2026, we repurchased $310 million of our common stock under our stock repurchase program. As of June 30, 2026, a total of $2.0 billion remained available for future repurchases of our common stock.

We expect, subject to market conditions and other uncertainties, to continue making opportunistic and programmatic repurchases of our common stock. However, our stock repurchase program may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

(2)Excludes immaterial broker commissions and excise tax accruals.

Item 3: Defaults Upon Senior Securities

Not applicable.

Item 4: Mine Safety Disclosures

Not applicable.