Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: All references made to share or per share amounts related to our common stock have been retroactively adjusted to reflect the effects of the Stock Split.
−Removed: Refer to Note 1.
−Removed: Description of Business and Summary of Significant Accounting Policies in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the Stock Split.
−Removed: Unregistered Sales of Equity Securities
−Removed: During the three months ended April 30, 2025, holders of the 2025 Notes converted $150.9 million in aggregate principal amount of the 2025 Notes, which we repaid in cash.
−Removed: We also issued 2.2 million shares of our unregistered common stock to the holders of the 2025 Notes for the conversion value in excess of the principal amount.
−Removed: These shares of our common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In February 2019, we announced that our board of directors authorized a $1.0 billion share repurchase program, which is funded from available working capital.
−Removed: In December 2020, August 2021, August 2022, November 2023, and August 2024, we announced additional $700.0 million, $676.1 million, $915.0 million, $316.7 million, and $500.0 million increases to this share repurchase program, respectively, bringing the total authorization to $4.1 billion, with $1.0 billion remaining as of April 30, 2025.
+Added: We subsequently announced additional increases to this share repurchase program, bringing the total authorization to $4.1 billion, with $1.0 billion remaining as of October 31, 2025.
The expiration date of this repurchase authorization was extended to December 31, 2026, and our repurchase program may be suspended or discontinued at any time.
Repurchases under our program are to be made at management’s discretion on the open market, through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing.
−Removed: We did not repurchase shares of our common stock under our share repurchase program during the three months ended April 30, 2025.
−Removed: Between February 1, 2025 and February 28, 2025, March 1, 2025 and March 31, 2025, and April 1, 2025 and April 30, 2025, shares of restricted stock were withheld by us from certain employees upon the vesting of equity awards to satisfy tax withholding requirements.
−Removed: The average value of shares withheld to satisfy tax withholding requirements during these periods were $199.67 per share, $187.54 per share, and $167.91 per share, respectively.
−Removed: The number of shares withheld to satisfy tax withholding requirements during these periods was not significant.
+Added: During the three months ended October 31, 2025, we did not repurchase any shares pursuant to our share repurchase program.
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