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There have been no material changes in the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report other than as noted below.
The embedded conversion option associated with our 3.75% Convertible Notes is accounted for as a derivative liability and is recorded at fair value with changes in fair value reported in earnings, which may have an adverse effect on the price of our common stock.
As a result of the Conversion Election, the embedded conversion option associated with our 3.75% Convertible Notes is accounted for as a derivative in accordance with the guidance of ASC 815. Changes in the fair value of the embedded conversion option derivative liability are recognized as gains or losses in the consolidated statements of operations as of each balance sheet date and through the date of settlement. Based on our valuation methodology, the fair value of the embedded conversion option derivative is impacted by fluctuations in the price of our common stock. The price of our common stock can be volatile and is subject to factors beyond our control. These factors include, but are not limited to, those more specifically described in our Annual Report under “Item 1A. Risk Factors.”
Material fluctuations in the price of our common stock from measurement date to measurement date will cause changes in the fair value of our embedded conversion option derivative liability, which can materially impact our operating results and, as a result, the price of our common stock. During the three and six months ended June 30, 2026, we recognized losses on derivative remeasurement of $356.7 million and $363.5 million, respectively, with such changes presented in Loss on convertible debt transactions, net in our Condensed Consolidated Statement of Operations.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table sets forth information regarding the repurchase of shares of our common stock during the three months ended June 30, 2026:
Period Total number of shares purchased (1) Average price paid per share 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 (2)
April 1, 2026 through April 30, 2026 233 $ 123.25 — $ 157,621,254
May 1, 2026 through May 31, 2026 526 $ 126.25 — $ 157,621,254
June 1, 2026 through June 30, 2026 2,275 $ 156.25 — $ 157,621,254
3,034 $ 148.51 —
(1)All shares purchased during the period were in connection with employee tax withholding for restricted stock units vested under our equity incentive plans.
(2)As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $300.0 million of our common stock at management’s discretion. The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors.
Issuance of Common Stock in Connection with Conversions of 3.75% Convertible Notes
On May 11, 2026 we issued 43 shares of our common stock upon the conversion of $2,000 aggregate principal amount of the 3.75% Convertible Notes and on May 13, 2026, we issued 21 shares of our common stock upon the conversion of $1,000 aggregate principal amount of the 3.75% Convertible Notes. These shares were issued in reliance on the exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933 as the transactions involved the exchange of securities of the same issuer with existing security holders.
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Item 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.