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

Issuer Purchases of Equity Securities

The following table provides information about purchases of Holdings’ common stock by Holdings during the first quarter of 2024:

(1)In January 2024, February 2024 and March 2024, 23,322, 658 and 37,568 shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any repurchase plan or program.

(2)On October 24, 2022, our Board of Directors authorized a $1.25 billion share repurchase program, which was completed in the first quarter of 2024. On January 24, 2024, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under this program began in March 2024, following the completion of the $1.25 billion program. We intend to repurchase a total of $1.25 billion under the $1.5 billion program in 2024, and then complete the program by the end of the first quarter of 2025. The shares purchased in the table above reflect shares purchased under both the $1.25 billion and $1.5 billion programs, while the remaining authorization above only reflects the open $1.5 billion program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The repurchases above (as well as the total program sizes and expected 2024 repurchases) do not include the excise tax, which totaled $3 million year-to-date through March 31, 2024.