Item 1A. Risk Factors.
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Item 1A. Risk Factors.
Our business is subject to a variety of risks and uncertainties that are difficult to predict and many of which are outside of our control. For a detailed discussion of the risks that affect our business, refer to Item 1A. Risk Factors of Part I of our 2025 Annual Report. As of the date of this filing, there have been no material changes to the risk factors previously described in our 2025 Annual Report. The matters specifically identified are not the only risks and uncertainties facing our company, and risks and uncertainties not known to us or not specifically identified also may impair our business operations. If any of these risks and uncertainties occur, our business, financial condition, results of operations and cash flows could be negatively affected, which could negatively impact the value of an investment in our company.
**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On June 18, 2026, we completed two acquisitions in which a portion of the consideration for the acquisitions consisted of the unregistered issuance of shares of our common stock. The aggregate consideration paid at closing in these acquisitions included 182,733 shares of our common stock, valued at $128.3 million as of the acquisition date.
Additionally, on July 10, 2026, we completed an acquisition in which a portion of the consideration for the acquisition consisted of the unregistered issuance of shares of our common stock. The aggregate consideration paid at closing in this acquisition included 64,889 shares of our common stock, valued at $45.0 million as of the acquisition date.
The shares of common stock issued in these transactions were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, (the Securities Act), as the shares were issued to the owners of the businesses acquired in privately negotiated transactions not involving any public offering or solicitation.
For additional information about these acquisitions, see Note 4 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements of Part I of this Quarterly Report*.*
Issuer Purchases of Equity Securities During the Second Quarter of 2026
The following table contains information about our purchases of equity securities during the three months ended June 30, 2026.
| Period | Total Number of Shares Purchased (1)(2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (1) | ||||||||||||||||||||||
| April 1 - April 30 | ||||||||||||||||||||||||||
| Open Market Stock Repurchases (1) | — | $ | — | — | $ | 365,095,093 | ||||||||||||||||||||
| Tax Withholding (2) | 229 | $ | 623.36 | — | ||||||||||||||||||||||
| May 1 - May 31 | ||||||||||||||||||||||||||
| Open Market Stock Repurchases (1) | — | $ | — | — | $ | 1,365,095,093 | ||||||||||||||||||||
| Tax Withholding (2) | 287 | $ | 723.15 | — | ||||||||||||||||||||||
| June 1 - June 30 | ||||||||||||||||||||||||||
| Open Market Stock Repurchases (1) | — | $ | — | — | $ | 1,365,095,093 | ||||||||||||||||||||
| Tax Withholding (2) | 12,761 | $ | 711.54 | — | ||||||||||||||||||||||
| As of June 30, 2026 | 13,277 | — | $ | 1,365,095,093 |
(1)On May 22, 2026, we issued a press release announcing that our Board of Directors approved a stock repurchase program effective May 21, 2026 that authorizes us to purchase, from time to time, up to $1.00 billion of our outstanding common stock (the 2026 Program). Repurchases under the 2026 Program can be made in open market and privately negotiated transactions, at our discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The 2026 Program does not obligate us to acquire any specific amount of common stock and may be modified or terminated by our Board of Directors at any time at its sole discretion and without notice. Our stock repurchase program that was announced on May 24, 2023 authorized us to purchase, from time to time through June 30, 2026, up to $500 million of our outstanding common stock (the 2023 Program). Through June 30, 2026, we had acquired approximately 540,788 shares of our outstanding common stock in the open market for a total cost of approximately $134.9 million under the 2023 Program.
(2)Includes shares withheld from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock unit or performance stock unit awards or the settlement of previously vested but deferred restricted stock unit and performance stock unit awards.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report.
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