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, you should carefully consider the factors discussed under “Risk Factors” in our most recent Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended June 30, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | 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 (in millions) | ||||||||||||||||||||||
| April 2025 | ||||||||||||||||||||||||||
| Share repurchase program | 542,471 | $ | 74.45 | 542,471 | $ | 1,590 | ||||||||||||||||||||
| Employee transactions | 427,922 | $ | 76.74 | N/A | N/A | |||||||||||||||||||||
| May 2025 | ||||||||||||||||||||||||||
| Share repurchase program | — | $ | — | — | $ | 1,590 | ||||||||||||||||||||
| Employee transactions | 467 | $ | 76.46 | N/A | N/A | |||||||||||||||||||||
| June 2025 | ||||||||||||||||||||||||||
| Share repurchase program | 689,445 | $ | 87.05 | 689,445 | $ | 1,530 | ||||||||||||||||||||
| Employee transactions | 6,897 | $ | 85.77 | N/A | N/A | |||||||||||||||||||||
| Total Quarter Ended June 30, 2025 | ||||||||||||||||||||||||||
| Share repurchase program | 1,231,916 | $ | 81.50 | 1,231,916 | $ | 1,530 | ||||||||||||||||||||
| Employee transactions | 435,286 | $ | 76.88 | N/A | N/A |
In the preceding table:
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N/A - Not applicable.
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See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
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Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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