filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
For a discussion of our potential risks and uncertainties, see the risk factors disclosed in our Form 10-K for the year ended December 31, 2025. These risks could materially and adversely affect our business, financial condition, results of operations (including revenues and profitability), and/or stock price. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of equity securities – The following table presents common stock repurchases during each month for the second quarter of 2026:
| Period | Total number of shares purchased [a] | Average price paid per share | Total number of shares purchased as part of a publicly announced plan or program [b] | Maximum number of shares that may be purchased under current authority [c] | ||||||||||
| Apr. 1 through Apr. 30 | 5,191 | $ | 270.66 | - | 93,888,442 | |||||||||
| May. 1 through May. 31 | 9,990 | 274.81 | - | 93,888,442 | ||||||||||
| Jun. 1 through Jun. 30 | 637 | 263.56 | - | 93,888,442 | ||||||||||
| Total | 15,818 | $ | 273.00 | - | N/A |
*[a]*Total number of shares purchased during the quarter includes 15,818 shares delivered or attested to UPC by employees to pay stock option exercise prices and satisfy tax withholding obligations for stock option exercises or vesting of retention awards.
*[b]*As part of the pending acquisition of Norfolk Southern described in Note 18 to the Condensed Consolidated Financial Statements, Item 1, we paused our share repurchases.
*[c]*Effective April 1, 2025, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock by March 31, 2028.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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