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 2026:

(1)In January 2026, February 2026 and March 2026, 18,954, 148 and 33,057 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 April 23, 2025, our Board of Directors authorized a $1.5 billion share repurchase program, which was increased to $2.0 billion following the enactment of new federal tax legislation in July 2025. This program was completed in the first quarter of 2026, and accounts for most of the repurchases above. On January 28, 2026, our Board of Directors authorized a new $5.0 billion share repurchase program that does not have an established expiration date. This program commenced in the first quarter of 2026, after completion of the $2.0 billion program discussed above. We intend to complete $1.5 billion of total repurchases in 2026, comprised of $1.15 billion of repurchases under the $5.0 billion program and the $350 million of repurchases made to complete the $2.0 billion program. The maximum dollar amount that may yet be purchased in the table above reflects the remaining authorization as of March 31, 2026 under the current $5.0 billion share repurchase 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) do not include the excise tax, which totaled $2 million year-to-date through March 31, 2026 (the total excise tax amount relates to both programs discussed above).