Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March 20, 2026, as part of the consideration for the PA Consulting Transaction, the Company issued 2,043,537 shares of Company Common Stock to certain PA Shareholders in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act, and to others in reliance on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.
Share Repurchases
On January 30, 2025, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.5 billion of the Company's common stock (exclusive of any related taxes, fees or similar expenses), to expire on January 30, 2028 (the "2025 Repurchase Authorization"). At June 26, 2026, the Company had $618.8 million remaining under the 2025 Repurchase Authorization.
An aggregate summary of repurchases of the Company’s common stock made during the third quarter of fiscal 2026 under the 2025 Share Repurchase Authorization follows:
Period Total Number of Shares Purchased Average Price Paid Per Share (1)
Total Number of Shares Purchased under the 2025 Repurchase Authorizations
Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2025 Repurchase Authorizations
March 28, 2026 - April 24, 2026 135,559 $127.05 135,559 $742,563,645
April 25, 2026 - May 22, 2026 907,881 $114.34 907,881 $638,779,169
May 23, 2026 - June 26, 2026 164,223 $129.02 164,223 $618,828,688
Total
1,207,663 1,207,663
(1) Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.
Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
None.
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.