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 2025 Annual Report on Form 10-K. 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 2025 Annual Report on Form 10-K.

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

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Company and its affiliated purchasers made during the three months ended June 30, 2026:

(1)

Includes shares of our Class A common stock (i) repurchased under Rule 10b5-1 trading plans in connection with our previously announced share repurchase program of $3.0 billion and (ii) purchased by Messrs. Emanuel, Shapiro and Schleimer in an aggregate amount of 24,308 shares.

(2)

Average price paid per share excludes any broker commissions and other costs of execution, including excise taxes. No shares were delivered under the ASR Agreement during the quarter ended June 30, 2026. The valuation period under the ASR Agreement ended on June 30, 2026, and the Company received final delivery of 1,031,119 shares of Class A common stock on July 1, 2026. Together with the initial delivery of 3,136,179 shares of Class A common stock received on March 11, 2026, the final number of shares delivered upon settlement of the $800.0 million ASR Agreement was determined based on the volume-weighted average price of $191.97 per share of the Company’s Class A common stock during the term of the agreement, less a discount, and subject to customary adjustments pursuant to the terms and conditions of the ASR Agreement.

(3)

On March 10, 2026, we entered into a new Rule 10b5-1 trading plan, subsequently amended on May 11, 2026, to change the commencement date to May 14, 2026. We will determine at our discretion the timing and the amount of any repurchases based on our 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.