Added10-Q 2026-10-30 vs 10-K 2026-08-13
Item 2 Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
RMDResMed
We are a global leader in digital health and cloud-connected medical devices. 10-K, Item 1
- Employees
- 11,370
- Headquarters
- San Diego, CA
- CEO
- Michael J. Farrell
- Next results
- around Jan 28, 2027
17 paragraphs in Risk Factors of the 10-K filed Aug 13, 2026 with nothing like them in the 10-K filed Aug 8, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•Failure to identify, execute, and integrate acquired businesses into our operations successfully, or challenges related to the Company's strategic initiatives, including divestitures.
Similar paragraph at 1 of 59 other Health care companies: MDTRead in the 10-K ↗
•Our use of artificial intelligence in certain products, software solutions and business operations may expose us to operational, regulatory and reputational risks that could adversely affect our business, financial condition and results of operations.
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We are subject to new areas of direct healthcare oversight by federal government agencies due to our acquisitions of VirtuOx and Noctrix. In 2025, we acquired VirtuOx, a software-enabled independent diagnostic testing facility, or IDTF, and provider of technology solutions to facilitate in-home and remote testing services for sleep, respiratory, cardiac, and other health conditions across the U.S. Additionally, in June 2026, we acquired Noctrix, a DME supplier and manufacturer of a neurostimulation FDA-cleared device to treat restless legs syndrome. As a Medicare-enrolled IDTF, VirtuOx, and as a
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Failure to identify, execute, and integrate acquired businesses into our operations successfully, or challenges related to the Company's strategic initiatives, including divestitures. As part of our strategy to develop and identify new solutions and technologies and optimize our portfolio of products, we have completed several acquisitions and investments and may make additional acquisitions, investments, or divestitures in the future. Our integration of the operations of acquired businesses, or a divestiture of part of our existing businesses, including the separation of our MatrixCare business, requires significant efforts, including the coordination of information technologies, research and development, sales and marketing, operations, manufacturing, and finance. These efforts result in additional expenses, and our management may have attention diverted while trying to integrate acquisitions. In addition, the cumulative effect of simultaneously executing multiple transactions may increase operational complexity and heighten execution and timing risks. Our ability to realize the anticipated benefits of acquisitions depends not only on the successful integration of acquired businesses, but also on our ability to identify appropriate acquisition targets, evaluate their strategic fit and long‑term value, accurately assess risks and liabilities, and negotiate and complete transactions on acceptable terms. Our acquisitions may involve the undertaking of additional risk areas and the investment of additional resources and personnel to manage that risk. In addition, we cannot be certain that the businesses we acquire will become profitable or remain profitable. We also could experience negative effects on our business, results of operations, financial condition, and cash flows from acquisition-related charges, and amortization of intangible assets. Moreover, we have recorded intangible assets, including goodwill, in connection with our acquisitions. We evaluate goodwill for impairment annually and other acquired intangible assets whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Our impairment assessments require significant judgments and assumptions, including those related to macroeconomic conditions, industry and market trends, projected revenues and cash flows, and discount rates. If actual results differ from these assumptions or market conditions change, we may be required to record material impairment charges that could adversely affect our results of operations. These effects, combined with transaction costs, retention or separation‑related expenses, and potential delays in realizing anticipated synergies or strategic benefits, may place pressure on earnings or cash flows.
Similar paragraph at 1 of 59 other Health care companies: MDTIn addition, expected strategic benefits from any planned or completed divestiture, including the separation of our MatrixCare business, may not be realized or may take longer to realize than expected, and there can be no assurance that disputes will not arise under transition service, or other agreements that have or may be executed as part of a divestiture. Challenges associated with executing these transactions may materially adversely affect our business, results of operations, financial condition, and cash flows.
Similar paragraph at 1 of 59 other Health care companies: MDTRead in the 10-K ↗
Further, if we fail to innovate or adequately invest in new technologies, we could lose our competitive position in the markets that we serve. To the extent that we fail to introduce new and innovative products, or such products are not accepted or suffer significant delays in development, our financial results may suffer. An inability, for technological or other reasons, to successfully develop and introduce new products on a timely basis could reduce our growth rate or otherwise have an adverse effect on our business.
Similar paragraph at 1 of 59 other Health care companies: ILMNRead in the 10-K ↗
On June 9, 2025, CMS finalized a National Coverage Determination (NCD) entitled “Noninvasive Positive Pressure Ventilation (NIPPV) in the Home for the Treatment of Chronic Respiratory Failure (CRF) Consequent to Chronic Obstructive Pulmonary Disease (COPD).” The NCD establishes a uniform national coverage criteria for Respiratory Assist Devices (RADs) with bi-level capacity, with or without a backup rate feature, and for the first time, Home Mechanical Ventilators (HMVs) for patients with chronic respiratory failure (CRF) consequent to COPD. CMS subsequently issued implementation guidance on August 21, 2025 instructing Medicare contractors to process claims under the NCD effective June 9, 2025. Although the NCD establishes national coverage criteria that may reduce reimbursement uncertainty and replace previously applicable local coverage determination (LCD) policies for this indication, it also imposes specific clinical qualification, documentation, and ongoing patient monitoring requirements. The extent to which these national coverage criteria and associated operational requirements will affect providers, suppliers, utilization of these products, or reimbursement by other third-party payors remains uncertain.
On July 4, 2025, President Trump signed the budget reconciliation bill (entitled “One Big Beautiful Bill Act”, referred to herein as the “Bill”) to meet spending targets aimed at funding the Trump Administration’s domestic priorities that includes significant changes to the Medicaid program. Among other things, the Bill includes changes to Medicaid eligibility and enrollment requirements, provider taxes, and state-directed payment policies that are intended to reduce federal Medicaid spending over time. According to the Congressional Budget Office (CBO), the Bill is projected to reduce
federal spending on Medicaid and Marketplace coverage by approximately $1.1 trillion over the 2025-2034 period, increase the federal deficit by approximately $3.4 trillion on a conventional scoring basis over the same period, and result in approximately 10 million additional uninsured individuals by 2034. CBO has also estimated that, after accounting for macroeconomic effects, the Bill could increase federal deficits by approximately $4. trillion over the budget window.
In February 2026, the CBO projected that federal health programs will cost over $26 trillion through 2036, projected to grow in size from less than $2 trillion today to over $3 trillion by 2036. Medicare spending is projected to nearly double over the next decade, while the cost of Medicaid and the Children’s Health Insurance Program (CHIP) will grow a projected 36% and ACA subsidies by 33%. Finally, Medicare’s Hospital Insurance Trust Fund is projected to become insolvent in 2040, highlighting the continuing fiscal pressures facing the Medicare program. Future legislative and other governmental actions to curb this projected spending could include stricter eligibility requirements and more restrictive Medicaid programs at the state level, leaving fewer individuals eligible for coverage, which could have an adverse impact on the number of individuals who seek to use our products and services.
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With respect to our recent acquisition of Noctrix, we may realize reductions in both reimbursement rates and coverage for the restless legs syndrome device, due to Noctrix not yet having a national or local coverage determination. To the extent that any Medicare administrative contractor decides that the restless legs syndrome product is not medically necessary or has not met applicable coverage criteria, claims for products could be denied and overpayments could be assessed. Further, any future coverage determination could implement more restrictive coverage requirements, including potential noncoverage entirely. As a new product, we cannot predict how the Medicare Program and its contractors will view the Noctrix device and its efficacy in the treatment of restless legs syndrome. If more restrictive coverage is implemented, our Noctrix revenues could be reduced.
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participation in Federal healthcare programs. Violations of the Federal Anti-Kickback Statute can also result in significant criminal penalties and imprisonment;
•the Federal Physician Self-Referral Law, or the Stark Law, 42 U.S.C. 1395nn, is a strict liability statute that prohibits a physician (or an immediate family member of a physician) who has a financial relationship with an entity from referring patients to that entity for certain designated health services, or DHS, payable by Medicare (and in some cases, Medicaid), unless an exception applies. The Stark Law also prohibits such an entity from presenting or causing to be presented a claim to Medicare for DHS provided pursuant to a prohibited referral, and requires the timely refund of collections related to any such prohibited claims. Accordingly, the Stark Law is a strict liability statute with which we must comply with respect to our Noctrix operations. While VirtuOx does not currently bill for any DHS and is therefore not subject to the Stark Law, Noctrix, as a DME supplier, is currently subject to the law. Therefore, we must ensure that Noctrix’s financial relationships with referring physicians meet applicable Stark Law exceptions. Violations of the Stark Law constitute overpayments that must be refunded to the Medicare Program. Noncompliance with the Stark Law may result in significant civil monetary penalties for each violation, plus up to three times the remuneration involved, plus potential exclusion from participation in Federal healthcare programs. Violations of the Stark Law can also form the basis for a False Claims Act action;
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3 more
Our use of artificial intelligence in certain products, software solutions and business operations may expose us to operational, regulatory and reputational risks that could adversely affect our business, financial condition and results of operations. We increasingly incorporate artificial intelligence, or AI, including machine learning, into certain products, software solutions and business processes to enhance patient engagement, support clinical workflows and improve operational efficiencies. AI-enabled features may not perform as intended and could produce inaccurate, inconsistent or unintended outputs. If our AI-enabled products or services fail to perform as expected, are perceived as unreliable, or do not gain market acceptance, our reputation, competitive position and operating results could be adversely affected.
The legal and regulatory framework governing AI continues to evolve globally. New or changing laws, regulations or industry standards may increase our compliance obligations, require modifications to existing products, delay product introductions or enhancements, or increase development and operating costs. In addition, our AI capabilities depend on access to appropriate data, technology infrastructure and specialized personnel. If we are unable to responsibly develop, deploy and maintain AI-enabled technologies, our business, financial condition and results of operations could be materially adversely affected
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compliance, or restrict our ability to maintain our current clearances, or otherwise create competition that may negatively affect our business.
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payments. As additional guidance is made available, we will continue evaluating the future impact of the Bill to our consolidated financial statements.
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New in the latest 10-Q
30 paragraphs in the 10-Q filed Oct 30, 2026 with nothing like them in the 10-Q filed May 1, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
During the first quarter of fiscal year 2027, we revised the presentation of restructuring expenses and amortization of acquired intangibles in our condensed consolidated statements of operations. Restructuring expenses, which were previously presented as a separate line item within operating expenses, are now classified within cost of sales, research and development expenses, and selling, general and administrative expenses based on the function of the associated costs. In connection with this change, we renamed "restructuring expenses" as "restructuring and business transformation expenses" to reflect the broader nature of the costs included within this category. Amortization of acquired intangibles relating to cost of sales is no longer presented as a separate line item within cost of sales. Amortization of acquired intangibles relating to operating expenses are now classified within selling, general and administrative expenses.
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Prior-period amounts have been reclassified to conform to the current-period presentation. The reclassifications had no effect on previously reported income from operations, income before income taxes, net income, earnings per share or cash flows. The following table reconciles previously reported amounts to the revised presentation (in thousands):
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As of September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 386 million. As of September 30, 2026, we expected to recognize 46 % of our remaining performance obligations as revenue over the next 12 months with the remainder recognized thereafter.
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September 30, 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net revenue by segment Sleep and Breathing Health $ 1,259,802 $ 1,169,446 Residential Care Software 155,012 166,136 Total $ 1,414,814 $ 1,335,582 Significant segment expenses Cost of sales Sleep and Breathing Health $ 479,623 $ 453,185 Residential Care Software 48,173 50,823 Total $ 527,796 $ 504,008 Selling, general, and administrative Sleep and Breathing Health $ 154,815 $ 134,734 Residential Care Software 29,843 36,333 Total $ 184,658 $ 171,067 Research and development Sleep and Breathing Health $ 65,873 $ 50,903 Residential Care Software 22,698 24,962 Total $ 88,571 $ 75,865 Net operating profit by segment Sleep and Breathing Health $ 559,491 $ 530,624 Residential Care Software 54,298 54,018 Total $ 613,789 $ 584,642 Reconciling items Corporate costs $ 107,612 $ 102,518 Amortization of acquired intangible assets 13,538 19,777 Restructuring and business transformation expenses 29,457 15,810 Acquisition and divestment-related expenses 10,198 — Interest income (21,198) (15,914) Interest expense 4,814 7,121 (Gain) Loss attributable to equity method investments (1,884) (1,489) (Gain) Loss on equity investments (5,719) 6,190 Gain on divestment of subsidiaries (61,784) — Other, net (400) 3,836 Income before income taxes $ 539,155 $ 446,793 Depreciation and amortization by segment Sleep and Breathing Health $ 26,757 $ 25,034 Residential Care Software 1,206 2,617 Amortization of acquired intangible assets and corporate assets 13,778 20,047 Total $ 41,741 $ 47,698
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During the three months ended September 30, 2026, one customer accounted for 11% of our total net revenue. The revenue from this customer is reported in both our Sleep and Breathing Health and Residential Care Software segments. No customer accounted for 10% or more of our total revenues for the three months ended September 30, 2025.
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On August 31, 2026, pursuant to our existing share repurchase program, we entered into an accelerated share repurchase agreement, or the ASR Agreement, to repurchase $ 450 million of our common stock. Pursuant to the ASR Agreement, we paid $ 450 million and received an initial delivery of 1.6 million shares during the three months ended September 30, 2026, representing an estimated 80 percent of the shares to be purchased under the ASR Agreement based on the $ 230.87 closing price of our common stock on September 2, 2026. Final settlement of the ASR Agreement is expected to occur no later than December 29, 2026, and will be based on a discount to the volume-weighted average price per share of our common stock over the term of the ASR Agreement. The maximum number of shares that could be required to settle the ASR Agreement is 72.1 million.
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The ASR Agreement was accounted for as two separate transactions. The initial delivery of shares was recorded as treasury stock transaction, resulting in a $ 360 million increase in treasury stock. The remaining $ 90 million was accounted for as a forward contract indexed to our own common stock and initially recorded as a reduction of additional paid-in capital. Upon settlement, the amount recorded to additional paid-in capital will be reclassified to treasury stock. We determined that the forward contract indexed to our own common stock met all the applicable criteria for equity classification and, therefore, was not accounted for as a derivative instrument. The delivery of the 1.6 million shares reduced the outstanding shares used to determine our weighted average shares outstanding for purposes of calculating basic and diluted EPS for the three months ended September 30, 2026. The remaining shares expected to be delivered under the forward contract were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive.
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During the three months ended September 30, 2026, we repurchased a total of 3.6 million shares, including the 1.6 million shares under the ASR Agreement, at a cost of $ 855 million, including commissions and other incremental transaction costs. During the three months ended September 30, 2025, we repurchased a total of 0.5 million shares at a cost of $ 150 million, including commissions and other incremental costs. At September 30, 2026, 4.3 million additional shares remain available for us to repurchase under the approved share repurchase program.
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Patent Nos. 8,362,960; 8,456,365; 8,593,349; 8,674,887; and 11,031,677. The complaint seeks monetary damages, a permanent injunction, and attorneys’ fees. On January 2, 2026, we filed a petition with the PTAB seeking IPR of U.S. Patent No. 11,031,677. In January 2026, Fractus voluntarily dismissed ResMed Inc. from the suit. On June 2, 2026, the PTAB instituted the IPR proceeding for U.S. Patent No. 11,031,677. On June 15, 2026, ResMed Corp. filed a petition with the PTAB seeking Inter Partes Review of U.S. Patent No. 8,362,960. On September 2, 2026, Fractus filed an Amended Complaint, dropping U.S. Patent No. 11,031,677 and asserting U.S. Patent No. 8,810,458. On September 16, 2026, Resmed moved to dismiss the entire action.
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During the three months ended September 30, 2026, we completed acquisitions that were not material to our condensed consolidated financial statements, either individually or in the aggregate.
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During the three months ended September 30, 2026, we recorded immaterial measurement period adjustments to the preliminary fair values of certain assets acquired, with corresponding adjustments to goodwill. Measurement period adjustments may arise upon the availability of further information regarding events or circumstances that existed at the acquisition date and will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of our purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, though we do not expect these changes will materially modify the preliminary purchase price allocation. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by ASC Topic 805.
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On September 1, 2026, we completed the sale of our MatrixCare business. Net cash proceeds received at closing were $ 470 million and $ 8 million was placed in escrow in connection with the post-closing purchase price adjustment process and is recorded within prepaid expenses and other current assets within our condensed consolidated balance sheet as of September 30, 2026. Proceeds net of cash divested were $ 451 million, which are reflected within investing activities in our condensed consolidated statements of cash flows for the three months ended September 30, 2026.
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The transaction included MatrixCare and related software offerings historically sold under the MatrixCare brand, including Healthcare First, Citus Health, and home health and hospice solutions, collectively defined as the "MatrixCare business”. As of June 30, 2026, we determined that the MatrixCare business met the criteria for classification as held for sale. The divestment does not represent a strategic shift that has a major effect on our operations or financial results, and, therefore, is not presented as a discontinued operation. Accordingly, the results of the MatrixCare business through the date of disposition and the associated gain on divestiture are presented within continuing operations. The operating results of the MatrixCare business through the date of disposition are also included within the Residential Care Software segment in Note 2 - Segment Information. Upon closing, we derecognized net assets of $ 416 million and recognized a pre-tax gain on the divestiture of $ 62 million in other income (loss), net in our condensed consolidated statements of operations for the three months ended September 30, 2026. The gain is preliminary and remains subject to adjustment based on finalization of customary post-closing purchase price adjustments.
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We do not anticipate having significant continuing involvement with the MatrixCare business with the exception of TSAs under which we will provide certain services for a limited period following the closing of the transaction to facilitate an orderly transition of systems, processes, tools, and day-to-day operations.
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We incurred divestment-related costs associated with the MatrixCare divestiture of $ 10 million during the three months ended September 30, 2026 which are expensed as incurred and recorded within selling, general, and administrative expenses on our consolidated statements of operations. We did not incur divestment-related costs during the three months ended September 30, 2025.
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We are a global leader in digital health and cloud-connected medical devices. We design innovative technology with the intention to empower people to live happier, healthier lives. Our artificial intelligence, or AI, powered digital health solutions, cloud-connected devices and intelligent software are designed to make home healthcare more personalized, accessible and effective. By enabling better care, our products seek to improve quality of life, reduce the impact of chronic disease, and lower costs for consumers and healthcare systems.
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On September 1, 2026, we completed the previously announced sale of our MatrixCare business. The transaction was undertaken as part of our portfolio optimization strategy to increase focus on our core growth areas of sleep, breathing, and connected home-based healthcare. The transaction does not represent a strategic shift that has a major effect on our operations or financial results. Accordingly, the results of the MatrixCare business through the date of disposition and the associated gain on divestiture are presented within continuing operations. The operating results of the MatrixCare business through the date of disposition are also included within the Residential Care Software segment. See Note 13 to the unaudited condensed consolidated financial statements for additional information.
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During the first quarter of fiscal year 2027, we revised the presentation of restructuring expenses and amortization of acquired intangibles in our condensed consolidated statements of operations. Restructuring expenses, which were previously presented as a separate line item within operating expenses, are now classified within cost of sales, research and development expenses, and selling, general and administrative expenses based on the function of the associated costs. Amortization of acquired intangibles relating to cost of sales is no longer presented as a separate line item within cost of sales. Amortization of acquired intangibles relating to operating expenses are now classified within selling, general and administrative expenses. Prior-period amounts have been reclassified to conform to the current-period presentation. The reclassifications had no effect on previously reported income from operations, income before income taxes, net income, earnings per share or cash flows. See Note 1 to the unaudited condensed consolidated financial statements for additional information.
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The increase in gross margin for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was due primarily to manufacturing and logistics efficiencies, component cost improvements, and lower amortization of acquired intangible assets following the sale of our MatrixCare business, partially offset by higher restructuring and business transformation costs. These costs were $8 million during the three months ended September 30, 2026, primarily associated with professional fees related to supply chain processes and systems transformation initiatives, compared to $3 million during the three months ended September 30, 2025 associated with workforce planning activities. We continue to experience inflationary pressure on our manufacturing inputs, particularly electronic components, and expect these pressures to continue through the remainder of fiscal year 2027. Additionally, we are strategically expanding parts of our supply chain, which may result in fluctuations in our gross margin as we activate new sites or expand existing sites.
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On January 1, 2026, the OECD released the Side-by-Side, or SbS, Package, which exempts U.S.-headquartered multinational enterprises from Pillar Two’s income inclusion and undertaxed profits rules for tax years beginning on or after January 1, 2026. The remaining OECD countries are in the process of implementing the SbS Package in local legislation to align with the OECD framework. We are continuing to evaluate the potential impacts of the Inclusive Framework for future periods.
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• Acquisitions and divestitures: Revenue associated with acquisitions that have not been owned for a full year or revenue associated with subsidiaries that have been divested in the current fiscal year have been excluded when calculating revenue on a core constant currency basis.
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• Amortization of acquired intangibles: Amortization of acquired intangible assets has been excluded from cost of sales, operating expenses and related non-GAAP measures.
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• Restructuring and business transformation costs: Restructuring charges primarily include employee severance and one-time termination costs in connection with certain growth and transformation initiatives, in addition to ongoing workforce planning activities. Business transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits that do not meet the definition of restructuring charges.
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• Acquisition and divestment-related expenses: These expenses include transaction, consultancy and professional fees associated with the acquisition or divestiture of subsidiaries.
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• Gain on divestment of subsidiaries: This reflects the non-recurring gain recognized upon the divestiture of our MatrixCare business.
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• Income tax effect of interest income on tax penalties: This reflects the net impact of non-recurring interest and penalties refunded from the IRS due to amended returns.
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On August 31, 2026, we entered into an accelerated share repurchase agreement, or the ASR Agreement, to repurchase $450 million of our common stock. Pursuant to the ASR Agreement, we paid $450 million and received an initial delivery of 1.6 million shares during the three months ended September 30, 2026, representing an estimated 80 percent of the shares to be purchased under the ASR Agreement based on the $230.87 closing price of our common stock on September 2, 2026. Final settlement of the ASR Agreement is expected to occur no later than December 29, 2026, and will be based on a discount to the volume-weighted average price per share of our common stock over the term of the ASR Agreement. We used a portion of the net proceeds from the sale of the MatrixCare business to fund the payment due under the ASR Agreement.
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Risk Factors
1. No shares during the period were repurchased other than pursuant to a publicly announced plan or program.
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2. Represents the aggregate number of shares purchased under our 2014 Program, under which 20.0 million shares have been approved for repurchase.
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On August 31, 2026, we entered into an accelerated share repurchase agreement, or the ASR Agreement, to repurchase $450 million of our common stock. Pursuant to the ASR Agreement, we paid $450 million and received an initial delivery of 1.6 million shares during the three months ended September 30, 2026, representing an estimated 80 percent of the shares to be purchased under the ASR Agreement based on the $230.87 closing price of our common stock on September 2, 2026. Final settlement of the ASR Agreement is expected to occur no later than December 29, 2026, and will be based on a discount to the volume-weighted average price per share of our common stock over the term of the ASR Agreement.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 30, 2026 against Item 1A of the 10-K filed Aug 13, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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The discussion of our business and operations should be read together with the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, or the Annual Report, which was filed with the SEC and describe various material risks and uncertainties to which we are or may become subject. As of September 30, 2026, there have been no material changes to such risk factors.
Added10-Q 2026-10-30 vs 10-K 2026-08-13
Purchases of equity securities. The following table summarizes our purchases of common stock for the three months ended September 30, 2026:
Added10-Q 2026-10-30 vs 10-K 2026-08-13
1. No shares during the period were repurchased other than pursuant to a publicly announced plan or program.
Added10-Q 2026-10-30 vs 10-K 2026-08-13
2. Represents the aggregate number of shares purchased under our 2014 Program, under which 20.0 million shares have been approved for repurchase.
Added10-Q 2026-10-30 vs 10-K 2026-08-13
On February 21, 2014, our board of directors approved our current share repurchase program, authorizing us to acquire up to an aggregate of 20 million shares of our common stock. The program allows us to repurchase shares of our common stock from time to time for cash in the open market, or in negotiated or block transactions, as market and business conditions warrant and subject to applicable legal requirements. The share repurchase program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. All share repurchases after February 21, 2014 have been executed under this program. Since approval of the share repurchase program in 2014 through September 30, 2026, we have repurchased approximately 15.7 million shares under this repurchase program for an aggregate of $2.4 billion.
Added10-Q 2026-10-30 vs 10-K 2026-08-13
On August 31, 2026, we entered into an accelerated share repurchase agreement, or the ASR Agreement, to repurchase $450 million of our common stock. Pursuant to the ASR Agreement, we paid $450 million and received an initial delivery of 1.6 million shares during the three months ended September 30, 2026, representing an estimated 80 percent of the shares to be purchased under the ASR Agreement based on the $230.87 closing price of our common stock on September 2, 2026. Final settlement of the ASR Agreement is expected to occur no later than December 29, 2026, and will be based on a discount to the volume-weighted average price per share of our common stock over the term of the ASR Agreement.
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