filings.toolsItem 1A. Risk Factors.
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Item 1A. Risk Factors.
Other than factual updates discussed in this Quarterly Report on Form 10-Q, there have been no material changes for the period covered by this Quarterly Report on Form 10-Q to the risk factors disclosed in Part I of Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds.
Our Board of Directors has authorized the repurchase of common stock. We may repurchase common stock from time-to-time through open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Exchange Act. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including our stock price, corporate and regulatory requirements, tax implications, restrictions under our debt obligations, other uses for capital, impacts on the value of remaining shares, cash generated from operations, and market and economic conditions.
Refer to Financial Note 12, “Stockholders' Deficit,” to the accompanying condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a full discussion of the Company’s share repurchases for the nine months ended December 31, 2025 and 2024.
McKESSON CORPORATION
The following table provides information on the Company’s share repurchases during the three months ended December 31, 2025:
| Share Repurchases (1) | |||||||||||||||||||||||
| (In millions, except price per share) | Total Number of Shares Purchased | Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of a Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (2) | |||||||||||||||||||
| October 1, 2025 – October 31, 2025 | $ | 0.1 | $ | 739.03 | 0.1 | $ | 6,050 | ||||||||||||||||
| November 1, 2025 – November 30, 2025 | 0.2 | 858.38 | 0.2 | 5,850 | |||||||||||||||||||
| December 1, 2025 – December 31, 2025 | 0.5 | 813.43 | 0.5 | 5,381 | |||||||||||||||||||
| Total | 0.8 | 0.8 |
(1)This table does not include the value of equity awards surrendered to satisfy tax withholding obligations or forfeitures of equity awards.
(2)The average price paid per share excludes $7 million of excise taxes incurred on share repurchases for the three months ended December 31, 2025. The remaining authorization outstanding for repurchases of common stock excludes excise taxes incurred on share repurchases through December 31, 2025.
**Item 3.**Defaults Upon Senior Securities.
None.
**Item 4.**Mine Safety Disclosures.
Not applicable.
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