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
Under our board approved share repurchase program, we
may repurchase shares from time to time at prevailing market
prices in open market purchases, privately-negotiated
transactions, block purchases, an accelerated share
repurchase program or otherwise, as determined by our
management. As of March 31, 2026, the remaining aggregate
authorized amount under the existing share repurchase
program was $2.9 billion. The share repurchase program may
be suspended, modified or discontinued at any time, and has
no defined expiration date.
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 March 31, 2026:
| 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) | ||||
| January 2026 | ||||||||
| Share repurchase program | 2,094,972 | $90.78 | 2,094,972 | $939 | ||||
| Employee transactions | — | $— | N/A | N/A | ||||
| February 2026 | ||||||||
| Share repurchase program | 3,914,850 | $84.77 | 3,914,850 | $2,910 | ||||
| Employee transactions | — | $— | N/A | N/A | ||||
| March 2026 | ||||||||
| Share repurchase program | 308,992 | $83.02 | 308,992 | $2,884 | ||||
| Employee transactions | — | $— | N/A | N/A | ||||
| Total Quarter Ended March 31, 2026 | ||||||||
| Share repurchase program | 6,318,814 | $86.67 | 6,318,814 | $2,884 | ||||
| Employee transactions | — | $— | N/A | N/A |
In the table above:
-
N/A - Not applicable.
-
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.
- Shares listed under share repurchase program in the table
above primarily include repurchases under the ASR
agreement.
- 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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