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 June 30, 2024.

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(1)On August 1, 2022, our Board of Directors approved the 2022 Share Repurchase Program under which we could 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 2022 Share Repurchase Program could 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. During the three months ended June 30, 2024, we repurchased 3.6 million shares of our common stock at a weighted average price of $19.00 per share for a total of $68 million. During the six months ended June 30, 2024, we repurchased 9.4 million shares of our common stock at a weighted average price of $17.83 per share for a total of $168 million. During the year ended December 31, 2023, there were no repurchases under the 2022 Share Repurchase Program. Therefore, at June 30, 2024, $276 million of our common stock remained available for repurchase under the 2022 Share Repurchase Program, after considering $56 million of shares repurchased during the year ended December 31, 2022. On July 24, 2024, our Board of Directors approved the 2024 Share Repurchase Program to supersede and replace the 2022 Share Repurchase Program. Upon adoption of the 2024 Share Repurchase Program, no further share repurchases may be made pursuant to the 2022 Share Repurchase Program. Under the 2024 Share Repurchase Program, we may acquire shares of our common stock in the open market or other similar purchase techniques (including in compliance with the safe harbor provisions of Rule 10b-18 under the Exchange Act or pursuant to one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act), up to an aggregate purchase price of $500 million. Purchases of common stock under the 2024 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 2024 Share Repurchase Program expires in July 2026 and may be suspended or terminated at any time without prior notice.