Item 1A. Risk Factors
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Item 1A. Risk Factors
A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended December 31, 2024. There have been no material changes to our Risk Factors as previously reported.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
| Period | 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) (a) (b) | ||||||||||||||||||||||||||||
| July 1, 2025 through July 31, 2025 | 886,758 | $ | 71.06 | 886,758 | $ | 1,091.5 | ||||||||||||||||||||||||||
| August 1, 2025 through August 31, 2025 | 5,108,557 | 79.05 | 5,108,557 | 687.7 | ||||||||||||||||||||||||||||
| September 1, 2025 through September 30, 2025 | 1,723,262 | 77.87 | 1,723,262 | 2,053.5 | ||||||||||||||||||||||||||||
| Total | 7,718,577 | 77.86 | 7,718,577 | |||||||||||||||||||||||||||||
(a) In August 2024, the Board of Directors approved a stock repurchase program providing for up to $1.5 billion of repurchases of our common stock. In September 2025, the Board of Directors approved an additional $1.5 billion of repurchases under this program. Repurchases under the program may be made on the open market, including pursuant to a Rule 10b5-1 plan, and in privately negotiated transactions. The repurchase program does not have an expiration date.
(b) In August 2025, we entered into a $500.0 million accelerated share repurchase (“ASR”) agreement and received, on August 19, 2025, an initial delivery of 5.1 million shares of our common stock, representing approximately 80 percent of the total contract value. The ASR agreement settled on September 15, 2025 and we received an additional 1.2 million shares of our common stock. Shares purchased pursuant to the ASR agreement are presented in the table above in the periods in which they were received.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the third quarter of 2025, none of our directors or Section 16 officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.
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