filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
For a discussion of our risk factors please see Item 1A, Risk Factors in our most recent Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On November 13, 2025, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2025 Repurchase Program”), which was approximately 10% of the total shares of our outstanding common stock at the time. On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time. During the second quarter of 2026, we received 1.2 million shares. Further discussion relating to our ASR agreements can be found in Note 8 - Equity. As of June 30, 2026, 28.4 million shares remained under the 2025 Repurchase Program and the 2022 repurchase program was complete.
Repurchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. Our 2025 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
The following table provides information on our purchases of our outstanding common stock during the second quarter of 2026 pursuant to the 2025 Repurchase Program and 2022 Repurchase Program (column c). In addition to these purchases, the number of shares in column (a) include shares of common stock that are tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).
There were no other share repurchases during the quarter outside the repurchases noted below.
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Programs | (d) Maximum Number of Shares that may yet be Purchased Under the Programs | ||||||||||||||||||||||
| April 1 — April 30, 2026 | 9,749 | $ | 425.17 | — | 29.6 | million | ||||||||||||||||||||
| May 1 — May 31, 2026 1 | 933,979 | 414.77 | 933,097 | 28.7 | million | |||||||||||||||||||||
| June 1 — June 30, 2026 2 | 273,036 | 417.74 | 272,424 | 28.4 | million | |||||||||||||||||||||
| Total — Quarter 1,2 | 1,216,764 | $ | 414.85 | 1,205,521 | 28.4 | million |
1 Includes 0.9 million shares received from the initiation of our ASR agreement that we entered into on May 7, 2026.
2 Includes 0.3 million shares received from the conclusion of our ASR agreement that we entered into on May 7, 2026.
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