filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully
consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, which
could materially affect our business, financial condition, or results of operations.There have been no material
changes to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.
2026 1Q Form 10-Q 85
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) and (b)
Not Applicable
(c) In April 2025, our Board of Directors authorized the repurchase of up to $1.0 billion of our common shares. The
timing of share repurchases depends upon marketplace conditions and other factors, and the program remains
subject to the discretion of our Board of Directors.
The table below presents information with respect to purchases made by or on behalf of the Company or any
“affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), for each of the three months in the period ended March 31, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs (1) | |||
| January 1, 2026 to January 31, 2026 | — | $— | $— | $1,000,000,000 | |||
| February 1, 2026 to February 28, 2026 | 1,490,392 | 16.77 | 1,490,392 | 975,000,016 | |||
| March 1, 2026 to March 31, 2026 | 7,495,154 | (2) | 16.75 | 7,462,877 | 850,000,024 | ||
| Total | 8,985,546 | $16.75 | 8,953,269 | $850,000,024 |
(1)The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under publicly-
announced share repurchase authorizations.
(2)Includes 32,277 shares purchased in open-market transactions by Stephen D. Steinour, our Chief Executive Officer, who may be deemed to be an
“affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act. The shares were not purchased as part of a repurchase plan or program.
On April 22, 2026, our Board of Directors approved a new share repurchase authorization of up to $3.0 billion of
our common shares, replacing the prior authorization. The timing of share repurchases depends upon marketplace
conditions and other factors, and the program remains subject to the discretion of our Board of Directors.
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