filings.toolsItem 1A. RISK FACTORS
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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 September 30, 2025, no shares were repurchased under the August 2024 Repurchase Plan. As of November 5, 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 November 5, 2025.
During the three-months ended September 30, 2025, 0.4 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 $27.3 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 September 30, 2025.
The following tabular summary reflects the Company’s repurchase activity during the quarter ended September 30, 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 | Purchased1 | per Share | or Programs2 | (In thousands) | ||||||
| Jul 1 – Jul 31, 2025 | | — | | $ | — | | — | | $ | 500,000 |
| Aug 1 – Aug 31, 2025 | | — | | $ | — | — | | $ | 500,000 | |
| Sep 1 – Sep 30, 2025 | | 427,725 | | $ | 63.80 | — | | $ | 500,000 | |
| Total | 427,725 | | $ | 63.80 | — | | $ | 500,000 |
1_The total number of shares purchased includes (1) shares repurchased, if any, pursuant to the August 2024 Repurchase Plan and (2) shares repurchased, if any, to satisfy exercise price and/or tax withholding obligations in connection with exercises of employee stock options and/or the vesting of restricted stock issued to employees._
2_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._
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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