Item 1A. Risk Factors

Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see Part I, Item 1A. "Risk Factors" in our 2024 Annual Report. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. There have been no material changes in our risk factors to those included in our 2024 Annual Report.

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

Report of Offering of Securities and Use of Proceeds Therefrom

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table presents information with respect to purchases of the Company's Class A common stock by the Company and its affiliated purchasers made during the three months ended September 30, 2025:

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(1)

Includes shares of our Class A common stock repurchased (i) under the ASR Agreement and (ii) under a privately negotiated transaction for the repurchase of $26 million of our Class A common stock, each of which was completed under our previously announced $2 billion share repurchase program.

(2)

Average price paid per share excludes any broker commissions and other costs of execution, including excise taxes. Under the ASR Agreement, on September 16, 2025, the Company paid $800 million to Morgan Stanley & Co. LLC and received an initial delivery of 3,161,430 shares of Class A common stock with additional shares expected to be delivered through December 2025. The average price paid per share shown in the table includes the initial delivery of shares under the ASR Agreement and the impact of the upfront payment structure under the agreement.

(3)

On October 24, 2024, we announced that our Board had authorized a share repurchase program of up to $2 billion of our Class A common stock. On September 15, 2025, we announced that we had entered into the 10b5-1 Plan, with repurchases contemplated thereunder to commence immediately following the completion of the ASR Agreement are completed. We will determine at our discretion the timing and the amount of any repurchases based on its evaluation of market conditions, share price, and other factors. Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions or otherwise, and we are not obligated to acquire any particular amount under the share repurchase program. The share repurchase program has no expiration, and may be modified, suspended, or discontinued at any time.

Unregistered Sales of Equity Securities

None.