Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
In March 2024, our Board of Directors authorized a $2.0 billion share repurchase program (the "share repurchase program") pursuant to which we may repurchase our outstanding common stock from time to time in the open market or through privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act. The share repurchase program does not have an expiration date.
The following table presents information with respect to purchases of common stock by the Company under the share repurchase program during the quarter ended May 31, 2026:
Issuer Purchases of Equity Securities (amounts in thousands except for per share amounts)
Period Total number of shares purchased Average price paid per share (1)
Total number of shares purchased as part of publicly announced plans or program Maximum dollar value of shares that may yet be purchased under the plans or programs
March 1 - March 31, 2026 183 $ 156.71 183 $ 1,079,468
April 1 - April 30, 2026 288 199.49 288 1,022,019
May 1 - May 31, 2026 112 233.76 112 995,878
Total 583 $ 192.60 583
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(1) Excludes excise taxes, whether accrued or paid, and excludes broker's commissions.
As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2026, on May 30, 2026, we issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC to acquire up to 3,238,066 shares of our common stock (the “Warrant Shares”). Of these Warrant Shares, 215,871 vest immediately at an exercise price of $0.01 per share. The remaining 3,022,195 Warrant Shares vest in tranches, at an exercise price of $191.10 per Warrant Share, upon the attainment of specified payment thresholds based on aggregate qualifying payments to the Company in consideration for qualifying sales transactions. The Warrant expires on May 30, 2033. Upon the consummation of an acquisition transaction, subject to certain exceptions, all unvested Warrant Shares will vest in full. The issuance of the Warrant and the Warrant Shares has not been registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities law. The Company believes that the transaction is exempt from registration under Section 4(a)(2) of the Securities Act. For further details, refer to Note 3 - Share-based Compensation to the Consolidated Financial Statements included in Part I, Item 1 of this Report.
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