filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
The risk factors described in Part I, Item 1A “Risk Factors” in our 2025 Form 10-K should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the SEC, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Quarterly Report on Form 10-Q. There have been no material changes to our risk factors as previously disclosed in our 2025 Form 10-K. Other risks that we do not presently know about or that we presently believe are not material could also adversely affect us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Share repurchases were made pursuant to the share repurchase program, which is described under Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q under the heading “Share Repurchase Program.” Additionally, the Company withholds shares from vested restricted stock units and performance-based restricted share units to satisfy employees’ minimum statutory tax withholding requirements. Stock repurchase activity during the first and second quarters of fiscal 2026 were as follows:
| 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 (b) | |||||||||||||||||||||||||
| December 28, 2025 - January 24, 2026 | (a) | 765,100 | $ | 51.11 | 765,100 | $ | 1,087,475,603 | ||||||||||||||||||||||
| January 25, 2026 - February 21, 2026 | (a) | 887,960 | 53.87 | 629,300 | 1,053,779,150 | ||||||||||||||||||||||||
| February 22, 2026 - March 28, 2026 | (a) | 930,000 | 48.56 | 930,000 | 1,008,628,970 | ||||||||||||||||||||||||
| Total | 2,583,060 | $ | 51.14 | 2,324,400 | $ | 1,008,628,970 | |||||||||||||||||||||||
| March 29, 2026 - April 25, 2026 | (a) | 1,144,922 | $ | 43.68 | 1,144,742 | $ | 958,643,311 | ||||||||||||||||||||||
| April 26, 2026 - May 23, 2026 | (a) | 1,243,731 | 32.26 | 1,235,000 | 918,802,249 | ||||||||||||||||||||||||
| May 24, 2026 - June 27, 2026 | (a) | 1,495,015 | 30.41 | 1,495,000 | 873,362,699 | ||||||||||||||||||||||||
| Total | 3,883,668 | $ | 34.91 | 3,874,742 | $ | 873,362,699 | |||||||||||||||||||||||
(a) The number of shares purchased and average price paid per share includes 180, 8,731, and 15 shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements for the period of March 29, 2026 - April 25, 2026, April 26, 2026 - May 23, 2026, and May 24, 2026 - June 27, 2026, respectively.
(b) Excludes excise taxes incurred on share repurchases.
We expect to implement the balance of the share repurchase program through purchases made from time to time either in the open market or through private transactions, in accordance with regulations of the SEC and other applicable legal requirements. The timing and amount of any common stock repurchased under the program will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions.
Any additional share repurchase programs will be subject to the discretion of the Company’s Board of Directors and will depend upon earnings, financial condition, and capital needs of the Company, along with any other factors which the Company’s Board of Directors deems relevant. The program may be limited, temporarily paused, or terminated at any time, without prior notice.
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
Not applicable.
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