Item 1A. Risk Factors

We have described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the primary risk factors that could materially affect our business, financial condition, or future results. There have been no material changes to those risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

None.

(b)

None.

(c)

The following table sets forth information with respect to purchases of our common stock made by us or on our behalf during the three months ended March 31, 2024.

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(1)On August 1, 2022, our Board of Directors approved the Share Repurchase Program under which we may acquire shares of our common stock in the open market up to an aggregate purchase price of $500 million. Purchases of common stock under the Share Repurchase Program may be exercised at our discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. The Share Repurchase Program expires in August 2024 and may be suspended or terminated at any time without prior notice. During the three months ended March 31, 2024, we repurchased 5.8 million shares of our common stock at a weighted average price of $17.11 per share for a total of $100 million. During the year ended December 31, 2023, there were no repurchases under the Share Repurchase Program. Therefore, at March 31, 2024, $344 million of our common stock remained available for repurchase under the Share Repurchase Program, after considering $56 million of shares repurchased during the year ended December 31, 2022.