Item 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and related notes, you should carefully consider the risks discussed in “Part I, Item 1A – Risk Factors” in our Form 10-K. If any of these risks occur or continue to occur, our business, reputation, financial condition and/or operating results could be materially adversely affected. We also note that the risk factors described in this report and our Form 10-K are not the only risks facing our Company, and such additional risks or uncertainties that we currently deem to be immaterial or are unknown to us could negatively impact our business, operations, or financial results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 19, 2024, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock (the “August 2024 Repurchase Plan”). During the three-months ended March 31, 2025, no shares were repurchased under the August 2024 Repurchase Plan. As of May 8, 2025, $500.0 million remained available for repurchase under the August 2024 Repurchase Plan.

The aggregate amount of the Company’s outstanding common stock that remains available for repurchase under all previously authorized repurchase plans is $500.0 million as of May 8, 2025.

During the three-months ended March 31, 2025, 0.3 million shares of common stock were purchased from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of $16.6 million. While such purchases are considered common stock repurchases, they are not counted as purchases against the Company’s authorized share repurchase programs. Such shares are included in common stock in treasury in the accompanying condensed consolidated balance sheet at March 31, 2025.

The following tabular summary reflects the Company’s repurchase activity during the quarter ended March 31, 2025.


					Maximum Number (or
					Approximate Dollar
				Total Number of	Value) of Shares that
				Shares Purchased	May Yet Be Purchased
	Total Number			as Part of Publicly	Under the Plans or
	of Shares	Average Price		Announced Plans	Programs
Period	Purchased	per Share		or Programs1	(In thousands)
Jan 1 – Jan 31, 2025	—	$	—	—	$	500,000
Feb 1 – Feb 28, 2025	—	$	—	—	$	500,000
Mar 1 – Mar 31, 2025	—	$	—	—	$	500,000

1 On August 19, 2024, the Company publicly announced that its Board of Directors authorized the August 2024 Repurchase Plan. Board authorization of the repurchase plan remains in effect until shares in the amount authorized thereunder have been repurchased. See Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” above for more information.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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