filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
For information regarding risk factors that could affect our business, results of operations, financial condition or future results included in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025. For further information on our forward-looking statements see Part I of this Quarterly Report on Form 10-Q.
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
The following table provides information relating to our repurchase of common stock, excluding excise tax, during the three months ended February 28, 2026:
| Period | Total Number of Shares Purchased**(1)** | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program**(2)** | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)****(2) | |||||||||||||||||||
| December 1, 2025 – December 31, 2025 | 1,227,693 | $ | 224.03 | 1,227,693 | $ | 400 | |||||||||||||||||
| January 1, 2026 – January 31, 2026 | 873 | $ | 243.56 | — | $ | 400 | |||||||||||||||||
| February 1, 2026 – February 28, 2026 | — | $ | — | — | $ | 400 | |||||||||||||||||
| Total | 1,228,566 | $ | 224.04 | 1,227,693 |
(1)The purchases include amounts that are attributable to 873 shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock unit awards, their tax withholding obligations.
(2)In July 2025, our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock as publicly announced in a press release on July 17, 2025 (the “2026 Share Repurchase Program”). For more information, see “Liquidity and Capital Resources - Dividends and Share Repurchases”.
In December 2024, we issued a warrant to Amazon.com NV Investment Holdings LLC to acquire up to 1,158,539 of our ordinary shares as reported in a Current Report on Form 8-K filed on January 3, 2025. Refer to Note 10 – “Stockholders’ Equity” to the Condensed Consolidated Financial Statements for further details.
| Item 3. Defaults Upon Senior Securities |
None.
| Item 4. Mine Safety Disclosures |
Not applicable.
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