Item 1A. Risk Factors.

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Item 1A. Risk Factors.

Information regarding Risk Factors appears in “MD&A – Cautionary Factors That May Affect Future Results,” in Part I – Item 2 of this Form 10-Q and in Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Our share repurchase activity for each of the three months in the quarter ended September 30, 2024, was as follows:

PeriodTotal Number of Shares RepurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2024 – July 31, 2024 (1)—$—10,481,359$6,016,847,275
August 1, 2024 – August 31, 2024 (1)—$——$—
September 1, 2024 – September 30, 2024 (1)—$——$—
Pursuant to Publicly Announced Plans or Programs—$—
July 1, 2024 – July 31, 2024 (2)3,964$102.26
August 1, 2024 – August 31, 2024 (2)3,818$113.73
September 1, 2024 – September 30, 2024 (2)3,913$122.41
For the Quarter Ended September 30, 202411,695$112.75

(1)On June 11, 2021, our Board of Directors authorized a new share repurchase program of up to $7 billion, with target spending of $5 billion to $7 billion over a three-year period that commenced in July 2021. These share repurchases have been made pursuant to the $7 billion program. On May 11, 2022, we announced the suspension of our three-year share repurchase program following the recommended public offer to acquire the outstanding shares of Swedish Match from its shareholders. Our three-year share repurchase program expired on July 21, 2024.

(2)Shares repurchased represent shares tendered to us by employees who vested in restricted and performance share unit awards and used shares to pay all, or a portion of, the related taxes.

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