Item 2. Unregistered Sales of Equity Securities
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
REPURCHASES OF EQUITY SECURITIES
In February 2025, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $15.0 billion of our common stock, with no expiration from the date of authorization. This program became effective in the fourth quarter of 2025 upon completion of the previous stock repurchase program.
Our stock repurchase program is intended to offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, may also be used to make opportunistic repurchases of our common stock to reduce outstanding share count. Any share repurchases under our stock repurchase program may be made through open market transactions, block trades, privately negotiated transactions, including accelerated share repurchase agreements or other means at times and in such amounts as management deems appropriate, and will be funded from our working capital or other financing alternatives. Moreover, any stock repurchases are subject to market conditions and other uncertainties and we cannot predict if or when any stock repurchases will be made. We may terminate our stock repurchase program at any time without prior notice.
The stock repurchase activity under our stock repurchase program during the three months ended March 31, 2026 is summarized below:
Total number of shares purchased Average price
paid per share (1)
Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
(In millions, except per share amounts)
Balance as of December 31, 2025 $ 13,854
January 1, 2026 through January 31, 2026 — $ — — 13,854
February 1, 2026 through February 28, 2026 11.3 $ 43.03 11.3 13,370
March 1, 2026 through March 31, 2026
22.4 $ 45.39 22.4 12,354
Balance as of March 31, 2026
33.7 33.7 $ 12,354
(1) Average price paid per share for open market purchases includes broker commissions, but excludes excise tax.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
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