Stock Repurchase Program

3 Months Ended

Feb. 28, 2025

To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we may repurchase our shares in the open market or enter into structured repurchase agreements with third parties. In March 2024, our Board of Directors granted authority to repurchase up to $25 billion in our common stock through March 14, 2028.

Share repurchase activity for the three months ended February 28, 2025 and March 1, 2024 was as follows:


(in millions)	Number of Shares Delivered	Amount Paid
Three months ended February 28, 2025
ASRs (1)	5.9	$	2,750

Open market repurchases	1.1	500
Total	7.0	$	3,250
Three months ended March 1, 2024
ASRs	2.5	$	2,000
Other structured stock repurchases	0.6	—		(2)

Total	3.1	$	2,000

_________________________________________

(1) Shares delivered during the three months ended February 28, 2025, include the initial delivery of shares under a $2.75 billion accelerated share repurchase agreement (“ASR”) entered into in December 2024, which remained outstanding as of February 28, 2025. Subsequent to February 28, 2025, the outstanding ASR was settled which resulted in total repurchases of 6.3 million shares.

(2) During the three months ended March 1, 2024, we received the final delivery of shares under a structured stock repurchase agreement entered into in fiscal 2023.

Prepayments for stock repurchases are classified as treasury stock, a component of stockholders’ equity on our condensed consolidated balance sheets, at the payment date, though only shares physically delivered to us by the end of the respective period are excluded from the computation of net income per share. As of February 28, 2025, a portion of the $2.75 billion prepayment under the ASR entered into in December 2024 was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity.

Subsequent to February 28, 2025, as part of the March 2024 stock repurchase authority, we entered into an ASR with a large financial institution whereupon we provided them with a prepayment of $3.5 billion and received an initial delivery of 6.8 million shares, which represents approximately 75% of our prepayment. Upon completion of this $3.5 billion ASR, $10.9 billion remains under our March 2024 stock repurchase authority.