filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On July 1, 2024, the Company issued 48,044 shares of common stock in connection with the acquisition of Noggin to certain former shareholders of Noggin. The stock was issued for an aggregate grant fair value of $19 million that will be expensed over an average service period of 3 years.
On July 1, 2024, the Company issued 6,993 shares of common stock in connection with the acquisition of a vehicle management solutions company to certain former shareholders of the corporation. The stock was issued for an aggregate grant fair value of $3 million that will be expensed over an average service period of 3 years.
The foregoing transactions did not involve any underwriters, any underwriting discounts or commissions, or any public offerings. The shares with respect to the transactions were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, in a privately negotiated transactions not involving any public offerings or solicitations.
Issuer Purchases of Equity Securities
The following table provides information with respect to acquisitions by the Company of shares of its common stock during the quarter ended September 28, 2024.
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share (1) | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (2) | (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program*(2)* | |||||||||||||||||||
| 06/28/2024 to 07/25/2024 | — | $ | — | — | $ | — | |||||||||||||||||
| 07/26/2024 to 08/22/2024 | — | $ | — | — | $ | — | |||||||||||||||||
| 08/23/2024 to 09/26/2024 | 71,675 | $ | 440.53 | 71,675 | $ | 2,340,137,531 | |||||||||||||||||
| Total | 71,675 | $ | 440.53 | 71,675 |
**(1)**Average price paid per share of common stock repurchased excludes commissions paid to brokers and excise tax. As of January 1, 2023, the Company's share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act of 2022. The amount of excise tax incurred is included in the Company's Condensed Consolidated Statement of Stockholders' Equity for the quarter ended September 28, 2024.
**(2)**As originally announced on July 28, 2011, and subsequently amended, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $18.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of September 28, 2024, the Company had used approximately $15.7 billion to repurchase shares, leaving $2.3 billion of authority available for future repurchases.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
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