filings.toolsItem 1A. Risk Factors
4K characters. Original on sec.gov · Markdown
Item 1A. Risk Factors
There have been no material changes to the factors disclosed in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| Issuer Purchases of Equity Securities (1) | ||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | |||||||||||||||||||||||
| Period | Total number of shares purchased | Average price paid per share (2) | Total number of shares purchased as part of publicly announced plans or programs | Maximum dollar value of shares that may yet be purchased under the plans or programs | ||||||||||||||||||||||
| January 1, 2026 through January 31, 2026 | 24,563,132 | $ | — | (3)(4) | 24,563,132 | $ | 550,000,000 | |||||||||||||||||||
| February 1, 2026 through February 28, 2026 | — | $ | — | — | $ | 550,000,000 | ||||||||||||||||||||
| March 1, 2026 through March 31, 2026 | 3,866,690 | $ | — | (4)(5) | 3,866,690 | $ | 450,000,095 | |||||||||||||||||||
| Total | 28,429,822 | 28,429,822 |
(1) On July 23, 2025, the Board approved a $2.0 billion share repurchase authorization of the Company's common stock. Subject to certain conditions, repurchases may be made in accordance with applicable securities laws in open market or private, including accelerated, repurchase transactions from time to time, depending on market conditions.
(2) Excludes immaterial amount of excise tax on share repurchases, net of issuances.
(3) Under a forward contract entered into by the Company in December 2025, the Company committed $750 million for the January 2026 ASR Program under which the Company paid $750 million in January 2026 and received total delivery of 17,965,193 shares as settlement in full. Upon completion of the January 2026 ASR Program in January 2026, the average purchase price per share for the 17,965,193 shares repurchased was $41.75.
(4) Under the First Quarter 2026 ASR Program, the Company paid $400 million and received an initial delivery of 6,597,939 shares during January 2026, representing an estimated 80 percent of the shares to be purchased by the Company under the First Quarter 2026 ASR Program. This share amount was based on the $48.50 closing price of the Company's common stock on January 29, 2026. Upon settlement, the third-party financial institution delivered 1,372,650 additional shares of the Company’s common stock to the Company in March 2026 based on a discount to the volume-weighted average price per share of the Company's common stock during the calculation period. Upon completion of the First Quarter 2026 ASR Program in March 2026, the average purchase price per share for the 7,970,589 shares repurchased was $50.18.
(5) During the period from March 13, 2026 through March 19, 2026, the Company repurchased $100 million of its outstanding common stock on the open market. The Company received a total of 2,494,040 shares of its common stock through the open market repurchases at an average price of $40.12 per share.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Previous: Item 4. Controls and Procedures · Next: Item 5. Other Information