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Stockholders' Equity | 9 Months Ended
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May 31, 2025
Share-Based Payment Arrangement [Abstract] |
Stockholders' Equity | Stockholders’ Equity The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):
| Three months ended |  | Nine months ended
| May 31, 2025 |  | May 31, 2024 |  | May 31, 2025 |  | May 31, 2024
Restricted stock units | $ | 14 |  |  | $ | (2) |  |  | $ | 69 |  |  | $ | 58 |
Employee stock purchase plan | 5 |  |  | 5 |  |  | 15 |  |  | 14 |
Total | $ | 19 |  |  | $ | 3 |  |  | $ | 84 |  |  | $ | 72 |
As of May 31, 2025, the shares available to be issued under t he 2021 Equity Incentive Plan were 7,128,298. Restricted Stock Units Certain key employees have been granted time-based, performance-based and market-based restricted stock unit awards (“restricted stock units”). The time-based restricted stock units generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company. During the nine months ended May 31, 2025, and 2024, the Company awarded approximately 0.6 million and 0.5 million time-based restricted stock units, respectively, 0.1 million and 0.1 million performance-based restricted stock units, respectively, and 0.1 million and 0.1 million market-based restricted stock units, respectively. The following represents the stock-based compensation information as of the period indicated (in millions):
| May 31, 2025
Unrecognized stock-based compensation expense – restricted stock units | $ | 73 |
Remaining weighted-average period for restricted stock units expense | 1.5 years
Common Stock Outstanding The following represents the common stock outstanding for the periods indicated:
| Three months ended |  | Nine months ended
| May 31, 2025 |  | May 31, 2024 |  | May 31, 2025 |  | May 31, 2024
Common stock outstanding: |  |  |  |  |  |  |
Beginning balances | 109,539,804 |  |  | 122,440,607 |  |  | 113,744,167 |  |  | 131,294,422 |
Shares issued under employee stock purchase plan | — |  |  | — |  |  | 355,851 |  |  | 338,316 |
Vesting of restricted stock | 938 |  |  | 21,550 |  |  | 1,089,969 |  |  | 1,791,066 |
Purchases of treasury stock under employee stock plans | (297) |  |  | (7,512) |  |  | (324,288) |  |  | (534,335) |
Treasury shares purchased | (2,221,608) |  |  | (3,733,966) |  |  | (7,546,862) |  |  | (14,168,790) |
Ending balances | 107,318,837 |  |  | 118,720,679 |  |  | 107,318,837 |  |  | 118,720,679 |
Treasury Shares Purchased The Company repurchases shares of its common stock under share repurchase programs authorized by the Company’s Board of Directors. The following Board approved share repurchase programs were executed through a combination of open market transactions and accelerated share repurchase (“ASR”) agreements (in millions):
| Board Approval Date |  | Amount Authorized |  | Shares Repurchased |  | Total Cash Utilized |  | Remaining Authorization |  | Authorization Completion Date
2022 Share Repurchase Program | Q4 FY 2021 |  | $ | 1,000 |  |  | 16.5 |  | $ | 1,000 |  |  | $ | — |  |  | Q2 FY 2023
2023 Share Repurchase Program | Q1 FY 2023 |  | $ | 1,000 |  |  | 2.7 |  | $ | 224 |  |  | (1) |  | Q4 FY 2023
Amended 2023 Share Repurchase Program(2) | Q1 FY 2024 |  | $ | 2,500 |  |  | 20.4 |  | $ | 2,500 |  |  | $ | — |  |  | Q1 FY 2025
2025 Share Repurchase Program(3) | Q1 FY 2025 |  | $ | 1,000 |  |  | 6.5 |  | $ | 975 |  |  | $ | 25 |  |  |
(1)In September 2023, the Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $2.5 billion of the Company’s common stock. (2)In September 2024, an ASR transaction was completed, and 1.0 million additional shares were delivered under the Q4 FY 2024 ASR agreements. As of November 30, 2024, no authorization remained under the amended 2023 Share Repurchase Program. (3)As of May 31, 2025, 6.5 million shares had been repurchased for $975 million and $25 million remained available under the 2025 Share Repurchase Program. Under ASR agreements, the Company makes payments to the participating financial institutions and receives an initial delivery of shares of common stock. The final number of shares delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreements. At the time the shares are received by the Company, the initial delivery and the final receipt of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):
Agreement Execution Date |  | Agreement Settlement Date |  | Agreement Amount |  | Initial Shares Delivered |  | Additional Shares Delivered |  | Total Shares Delivered |  | Average Price Paid Per Share |  |
Q1 FY 2024 |  | Q1 FY 2024 |  | $ | 500 |  |  | 3.3 |  | 0.6 |  | 3.9 |  | $ | 128.61 |  |  |
Q4 FY 2024 |  | Q1 FY 2025 |  | $ | 555 |  |  | 4.2 |  | 1.0 |  | 5.2 |  | $ | 107.08 |  |  |
Q2 FY 2025 |  | Q3 FY 2025 | (1) | $ | 310 |  |  | 1.8 |  | 0.2 |  | 2.0 |  | $ | 154.44 |  |  |
Q3 FY 2025 |  | Q4 FY 2025 |  | $ | 309 |  |  | 1.8 |  | (2) |  | (2) |  | $ | 135.99 |  |  |
(1)In December 2024, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $310 million, excluding excise tax, of the Company’s common stock. Under the ASR agreements, the Company made payments of $310 million to participating financial institutions and received an initial delivery of shares of common stock. In March 2025, the ASR transaction was completed, and 0.2 million additional shares were delivered under the Q2 FY 2025 ASR agreements. (2)In March 2025, as part of the 2025 Share Repurchase Program, the Company entered into ASR agreements to repurchase $309 million, excluding excise tax, of the Company’s common stock. Under the ASR agreements, the Company made payments of $309 million to participating financial institutions and received an initial delivery of shares of common stock. The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR agreements. In addition, the Company repurchased shares of its common stock through the open market as follows (in millions):
|  | Three months ended |  | Nine months ended
|  | May 31, 2025 |  | May 31, 2024 |  | May 31, 2025 |  | May 31, 2024
|  | Shares |  | Cost |  | Shares |  | Cost |  | Shares |  | Cost |  | Shares |  | Cost
Open market share repurchases |  | 0.2 |  | $ | 30 |  |  | 3.8 |  | $ | 499 |  |  | 2.7 |  | $ | 356 |  |  | 10.3 |  | $ | 1,324 |
Warrants On December 27, 2024, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (“Warrantholder”) to acquire up to 1,158,539 ordinary shares of the Company (“Warrant Shares”) at an initial exercise price of $137.7671 per share, which is the preceding 30 trading day VWAP. The Warrant allows for cashless exercise and expires December 27, 2031. The Warrant Shares are subject to vesting for payments for purchased products and services over the seven-year Warrant term, with 59,582 of the Warrant Shares having vested upon issuance. Upon the consummation of an acquisition transaction (as defined in the Warrant), subject to certain exceptions, the unvested portion of the Warrant will vest in full. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. The Company accounts for the Warrant as an equity instrument within additional paid-in-capital at its estimated fair value on the Condensed Consolidated Balance Sheets, and the provision for common stock warrant is recorded as a reduction to revenue on the Condensed Consolidated Statements of Operations. To estimate the fair value of the Warrant, the Company used the Black-Scholes option pricing model, which is based on assumptions that require management to use judgement. Based on the estimated fair value, the Company determined the amount of provision for common stock warrant, which is amortized ratably as a reduction to revenue based on the Company’s estimate of revenue over the Warrant term. The estimated fair value of the Warrant was determined as of the issuance date, using the Black-Scholes option pricing model. The following assumptions were used in the model:
| December 27, 2024
Stock price | $ | 145.92
Exercise price | $ | 137.77
Expected life | 7.0 years
Expected volatility(1) | 34.4 | %
Risk-free interest rate | 4.5 | %
(1)The expected volatility was estimated using the historical volatility derived from the Company’s common stock. The following table summarizes the Warrant activity for the nine months ended May 31, 2025:
| Warrant Shares
Outstanding as of August 31, 2024 | — |
Changes during the period |
Shares granted | 1,158,539 |
Shares vested | (59,582) |
Outstanding as of May 31, 2025 | 1,098,957 |
Exercisable as of May 31, 2025 | 59,582 |

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