Item 1A. Risk Factors.

In addition to information discussed elsewhere in this Form 10-Q, you should carefully consider the risk factors disclosed in the 2022 Annual Report. In addition, you should read and carefully consider the other risks associated with the Reclassification found in the Registration Statement on Form S-4. The risk factors associated with our business have not materially changed compared to the risk factors disclosed in the 2022 Annual Report except for the updated risk factors below. The risk factors described below and the additional risks described in the 2022 Annual Report and the Registration Statement on Form S-4 are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial could materially affect our business, liquidity, financial condition, and/or results of operations in present and/or future periods.

Other Risks

Reclassification-related costs and uncertainties; failure to consummate the Reclassification could adversely affect the price of our Class A Stock and/or our Class B Stock; the Reclassification, if completed, may not benefit us or our stockholders

Under the terms of the Reclassification Agreement, our and the Sands Family Stockholders’ obligation to consummate the Reclassification is subject to customary conditions, including, among others, the approval of the Reclassification by our stockholders. We cannot be certain that these conditions will be satisfied and it is possible that the Reclassification Agreement may be terminated for failure to satisfy a condition precedent or for other reasons. We have incurred and will continue to incur substantial non-recurring costs and expenses in connection with the negotiation and completion of the Reclassification. These costs and expenses, as well as other unanticipated costs and expenses, could have an adverse effect on our financial condition and operating results. Furthermore, our costs of defending any litigation or other proceeding relating to the Reclassification could be substantial. If the Reclassification is not completed, our businesses and financial results may be adversely affected, including as follows: (i) we may experience negative reactions from the financial markets, including negative impacts on the market price of shares of Class A Stock and/or Class B Stock and (ii) we will have expended substantial time and resources that could otherwise have been spent on our existing businesses and the pursuit of other opportunities that could have been beneficial to us.

Even if the Reclassification is completed, it may not result in an increase in stockholder value or improve the liquidity and marketability of our equity. If the Reclassification is not viewed favorably by members of the investment community, it may cause a decrease in the value of our Class A Stock following the Reclassification and impair its liquidity and marketability. Furthermore, securities markets worldwide have recently experienced significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could cause a reduction in the market price and liquidity of shares of our Class A Stock following the Reclassification, particularly if the Reclassification is not viewed favorably by members of the investment community.

Lawsuit filed against the Company and members of the Board of Directors (including certain members of the Sands family) in connection with the Reclassification

The Company and members of the Board of Directors (including certain members of the Sands family, who own approximately 98% of the outstanding shares of Class B Stock) are named as defendants in a lawsuit brought by a purported holder of Class A Stock. The plaintiff alleges, among other things, that the defendants misrepresented and omitted facts in the proxy statement/prospectus distributed in connection with the Reclassification vote or aided and abetted the same. The plaintiff seeks, among other things, to enjoin the closing of the Reclassification. While we believe this lawsuit is without merit, the outcome of such litigation is uncertain. Other persons or entities may file additional lawsuits in connection with the Reclassification. An adverse determination in the lawsuit that has been filed or any additional lawsuits brought in connection with the Reclassification may prevent the Reclassification from becoming effective within the expected timeframe or at all.

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

Issuer Purchases of Equity Securities

(1)In January 2021, we announced that our Board of Directors authorized the repurchase of up to an aggregate amount of $2.0 billion of our Class A Stock and Class B Stock under the 2021 Authorization. The Board of Directors did not specify a date upon which the 2021 Authorization would expire. Share repurchases for the periods included herein were effected through open market transactions.

(2)Repurchases were made pursuant to a Rule 10b5-1 trading plan.