Item 4. Controls and Procedures.
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Item 4. Controls and Procedures.
We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934). Based on our evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of November 23, 2025, our disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded,
processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and
(2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a
manner that allows timely decisions regarding required disclosure.
During our fiscal quarter ended November 23, 2025, we made a change in our internal control over financial reporting (as defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934) that materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting. During the second quarter of fiscal 2026, we finalized the design of, tested, and implemented
a new consolidation and financial reporting system.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth information with respect to shares of our common stock that we purchased during the quarter ended
November 23, 2025:
| Period | Total Number of Shares Purchased (a) | Average Price Paid Per Share (b) | Total Number of Shares Purchased as Part of a Publicly Announced Program (c) | Maximum Number of Shares that may yet be Purchased Under the Program (c) | |||
| August 25, 2025 - September 28, 2025 (d) | 1,295,465 | $49.45 | 1,295,465 | 26,902,855 | |||
| September 29, 2025 - October 26, 2025 | — | — | — | 26,902,855 | |||
| October 27, 2025 - November 23, 2025 | — | — | — | 26,902,855 | |||
| Total | 1,295,465 | $49.45 | 1,295,465 | 26,902,855 |
(a)The total number of shares purchased includes shares of common stock withheld for the payment of withholding taxes upon the distribution of
deferred option units.
(b)Excludes commissions paid and other costs of execution, including excise taxes.
(c)On June 27, 2022, our Board of Directors approved an authorization for the repurchase of up to 100,000,000 shares of our common stock and
terminated the prior authorization. Purchases can be made in the open market or in privately negotiated transactions, including the use of call
options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an
expiration date for the authorization.
(d)During the first quarter of fiscal 2026, we entered into two accelerated share repurchase (ASR) agreements with an unrelated third-party
financial institution to repurchase an aggregate of $500.0 million of our shares of common stock. Under the ASR agreements, we paid an
aggregate of $500.0 million and received an initial delivery of 7.5 million shares of our common stock, in the first quarter of fiscal 2026. The
value of the initial shares delivered under the ASR agreements represented 80 percent of the aggregate purchase price, with a fair value of
$400.0 million. The first ASR agreement was settled in the first quarter of fiscal 2026 with a final delivery of 1.2 million additional shares. The
second ASR agreement was settled in the second quarter of fiscal 2026 with a final delivery of 1.3 million additional shares. In connection with
the ASR agreements, we received a total of 10.0 million shares at an average price of $49.92, not including costs of execution or excise tax.
Previous: Item 3. Quantitative and Qualitative Disclosures About Market Risk. · Next: Item 5. Other Information.