filings.toolsItem 1A. RISK FACTORS.
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Item 1A. RISK FACTORS.
Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, cash flows and equity as set forth in Part I. Item 1A. Risk Factors in our Fiscal 2025 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.
| Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Issuer Purchases of Equity Securities
The following table sets forth information with respect to repurchases by us of our common stock during second quarter 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**(1)** | Maximum approximate dollar value of shares that may yet be purchased under the plans or programs**(1)** ($ in millions) | |||||||||||||||||||
| Month No. 1 | |||||||||||||||||||||||
| (April 4, 2026 - May 1, 2026) | |||||||||||||||||||||||
| Repurchase program(1) | 555,654 | $ | 338.26 | 555,654 | $ | 1,743 | |||||||||||||||||
| Employee transactions(2) | 405 | $ | 352.07 | ||||||||||||||||||||
| Month No. 2 | |||||||||||||||||||||||
| (May 2, 2026 - May 29, 2026) | |||||||||||||||||||||||
| Repurchase program(1) | 99,780 | $ | 312.00 | 99,780 | $ | 1,712 | |||||||||||||||||
| Employee transactions(2) | 2,998 | $ | 308.64 | ||||||||||||||||||||
| Month No. 3 | |||||||||||||||||||||||
| (May 30, 2026 - July 3, 2026) | |||||||||||||||||||||||
| Repurchase program(1) | 30,691 | $ | 309.38 | 30,691 | $ | 1,702 | |||||||||||||||||
| Employee transactions(2) | 1,115 | $ | 299.48 | ||||||||||||||||||||
| Total | 690,643 | 686,125 | $ | 1,702 |
- Periods represent our fiscal months.
(1) On October 21, 2022, we announced that our Board approved share repurchase authorizations under our repurchase program of $3.0 billion. Our repurchase program does not have an expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof.
(2) Represents shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of PSUs or RSUs that vested during the quarter. Our stock incentive plans provide that the value of shares delivered to us to cover tax withholding obligations shall be the closing price of our common stock on the date the relevant transaction occurs.
Sales of Unregistered Equity Securities
During second quarter 2026, we did not issue or sell any unregistered equity securities.
| Item 3. DEFAULTS UPON SENIOR SECURITIES. | |||||
None.
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| Item 4. MINE SAFETY DISCLOSURES. |
Not applicable.
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