Item 2. Unregistered Sales of Equity Securities
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities
The following table presents information with respect to our purchases of Class C Common Stock during the second quarter of Fiscal 2026:
Period Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
(in millions, except per share amounts)
Repurchases from May 3, 2025 to May 30, 2025 3.4 $ 103.96 3.4 $ 9,475
Repurchases from May 31, 2025 to June 27, 2025 2.3 $ 114.48 2.3 $ 9,213
Repurchases from June 28, 2025 to August 1, 2025 2.3 $ 128.20 2.3 $ 8,911
Total 8.0 8.0
This table excludes U.S. federal excise taxes and shares withheld from stock awards to settle employee withholding obligations related to the vesting of such awards.
On September 23, 2021, our Board of Directors approved a stock repurchase program with no fixed expiration date under which we were authorized to repurchase up to $5 billion of shares of Class C Common Stock, exclusive of any fees, commissions, or other expenses related to such repurchases. On October 5, 2023 and February 27, 2025, our Board of Directors authorized additional shares for repurchase under the stock repurchase program of $5 billion and $10 billion, respectively. Following the February 27, 2025 approval, we had approximately $11.5 billion of authorized shares remaining under the program.
See Note 13 of the Notes to the Condensed Consolidated Financial Statements included in this report for additional information about the stock repurchase program.
Sales of Unregistered Securities
During July 2025, the Company issued 240,141 shares of Class C Common Stock to stockholders upon the conversion of the same number of shares of our Class B Common Stock held by and at the election of such stockholders in accordance with our certificate of incorporation. The issuance of the Class C Common Stock in this transaction was made in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of these securities.
76
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.