Item 1A. RISK FACTORS
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Item 1A. RISK FACTORS
There are no material changes from risk factors as previously disclosed in our Annual Report on Form 10-K, filed with the SEC on February 25, 2026. We urge you to read the risk factors contained therein.
ITEM 2. UNREGISTERED SALES OF EQUI****TY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
On March 31, 2026, in connection with the acquisition of Newfront, the Company issued an aggregate of 199,028 ordinary shares, subject to vesting and transfer restrictions, to trusts established by certain key employees of Newfront. The securities were issued without registration in reliance on Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering.
(c) Issuer Purchases of Equity Securities
The Company is authorized to repurchase shares, by way of redemption or otherwise, and will consider whether to do so from time to time, based on many factors, including market conditions. There are no expiration dates for these repurchase plans or programs.
On September 16, 2025, the board of directors approved a $1.5 billion increase to the existing share repurchase program. This increase brought the total approved authorization, since the announcement of the program on April 20, 2016, to $11.7 billion.
The following table presents specified information about the Company’s repurchases of its shares in the first quarter of 2026 and the Company’s remaining repurchase authority.
| 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 number of shares that may yet be purchased under the plans or programs | ||||||||||||
| January 1, 2026 through January 31, 2026 | 24,885 | $ | 325.39 | 24,885 | 4,401,188 | |||||||||||
| February 1, 2026 through February 28, 2026 | 601,945 | $ | 295.84 | 601,945 | 3,799,243 | |||||||||||
| March 1, 2026 through March 31, 2026 | 387,504 | $ | 293.64 | 387,504 | 3,411,739 | |||||||||||
| 1,014,334 | $ | 295.73 | 1,014,334 |
At March 31, 2026 the maximum number of shares that may yet be purchased under the existing share repurchase plan is 3,411,739, with approximately $992 million remaining on the current open-ended repurchase authority granted by the board. An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on March 31, 2026 of $290.70.
ITEM 3. DEFAULTS UPO****N SENIOR SECURITIES
None.
ITEM 4. MINE SAF****ETY DISCLOSURES
Not applicable.
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