Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase program described in (2) below; and (ii) shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations, totaling 4,090 shares, 3,617 shares, and — shares for the fiscal months of April, May, and June 2024, respectively. Subsequent to the end of the covered period, the Company repurchased 3,259,581 additional shares at an average price of $44.80 pursuant to a Rule 10b5-1 plan for a total amount of $250 repurchased as of the date of filing under the Board approved stock repurchase plan described in (2) below.

(2)In February 2024, the Board of Directors authorized a stock repurchase program to repurchase shares of outstanding common stock to offset the dilutive impact of employee stock award vesting and to provide returns to shareholders, provided that the aggregate value of shares of common stock repurchased does not exceed $1 billion. The program will expire after 24 months (in February 2026). The program will be executed at the Company's discretion. The repurchase program may be discontinued at any time, and the program does not obligate the Company to acquire any specific number of shares of its common stock or to repurchase the full authorized amount during the authorization period. Consequently, the Board of Directors may revise or terminate such share repurchase authorization in the future.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.