Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

On May 21, 2026, Prabir Adarkar, our Chief Operating Officer and President, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 171,219 shares of our Class A common stock. The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the RSUs subject to the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until August 31, 2027, or earlier if all transactions under the trading arrangement are completed.

On June 5, 2026, Gordon Lee, our Chief Accounting Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 21,945 shares of our Class A common stock. The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the RSUs subject to the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until August 31, 2027, or earlier if all transactions under the trading arrangement are completed.

On June 10, 2026, Keith Yandell, our Chief Business Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 16,326 shares of our Class A common stock. The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the RSUs subject to the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until December 10, 2026, or earlier if all transactions under the trading arrangement are completed.

Disclosure in lieu of reporting on a Current Report on Form 8-K.

Item 1.01 Results of Operations and Financial Condition.

On August 5, 2026, the Company entered into an Amendment Agreement (the “Amendment Agreement”) among the Company, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). The Amendment Agreement amends and restates the Company's Existing Credit Agreement, by and among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto, the issuing banks from time to time party thereto, and the Administrative Agent (the Existing Credit Agreement as so amended and restated, the “Restated Credit Agreement”), to, among other things, (i) increase the unsecured revolving credit facility from an aggregate principal amount of up to $800 million to an aggregate principal amount of up to $2.0 billion, (ii) increase the letter of credit sublimit from $600 million to $800 million, (iii) extend the maturity date to August 5, 2031, (iv) modify the applicable interest rates and certain fees payable by the Company, (v) release the guarantors under the Existing Credit Agreement from any existing obligations, and (vi) modify and remove certain restrictive covenants. As of August 5, 2026, there were no revolving loans outstanding and $84 million in aggregate face amount of letters of credit issued under the revolving credit facility. The proceeds of the revolving loans made under the Restated Credit Agreement may be used for working capital and general corporate purposes.

Loans under the Restated Credit Agreement bear interest, at the Company’s option, at (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds effective rate or a composite overnight bank borrowing rate plus 0.50%, or (C) Term SOFR for a one-month interest period plus 1.00%, or (ii) Term SOFR (based on an interest period of one, three, or six months) plus an initial margin of 1.00%, subject to potential step-downs to 0.875% or 0.750% based on certain of the Company’s ratings as specified in the Restated Credit Agreement (the "Company's Applicable Ratings"). Interest is due and payable quarterly in arrears with respect to loans based on the base rate and at the end of an interest period (or at each three-month interval for loans with interest periods greater than three months) in the case of loans based on Term SOFR. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including customary arrangement fees, an upfront fee, administration fees, letter of credit fees, and an unused commitment fee ranging from 0.08% to 0.10%, based on the Company’s Applicable Ratings.

The Company may borrow, repay without premium or penalty, and reborrow revolving loans, and terminate the revolving loan commitments, in whole or in part, at any time, subject to customary conditions. The Restated Credit Agreement also permits the Company to increase the revolving loan commitments or add one or more new revolving credit commitments under the Restated Credit Agreement from time to time, so long as the aggregate amount of such increases or additional commitments does not exceed $2.0 billion, subject to the receipt of additional commitments from existing and/or new lenders and certain other customary conditions.

The Company’s obligations under the Restated Credit Agreement are unsecured and are not guaranteed by any of its subsidiaries. The Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company and/or certain of its subsidiaries’ ability to, among other things, incur debt, incur liens, and undergo certain fundamental changes, in each case, subject to customary exceptions for a credit facility of this size and type. The Restated Credit Agreement also requires the Company to maintain compliance with a maximum senior net leverage ratio of 3.50 to 1.00, measured quarterly.

The Restated Credit Agreement includes customary events of default, including, among other things, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross default to other material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of default could result in the termination of the lenders’ commitments and the acceleration of the obligations under the Restated Credit Agreement. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Restated Credit Agreement at a per annum rate equal to 2.00% above the applicable interest rate for any overdue principal and 2.00% above the rate applicable for base rate loans for any other overdue amounts.

Certain of the lenders under the Restated Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking, commercial lending and other commercial dealings in the ordinary course of business with the Company, its subsidiaries and/or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing description of the Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.