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

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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 second quarter of 2026:

PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
April 1, 2026 to April 30, 2026126,425(1)$809.15125,022
May 1, 2026 to May 31, 2026151,233(1)$946.89151,016
June 1, 2026 to June 30, 2026122,638(1)$1,068.27122,417
Total400,296$940.57398,455$4,600,001,458

(1)In April 2026, May 2026 and June 2026, 1,403, 217 and 221 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 share repurchase plan or program.

(2)On January 28, 2026, our Board of Directors authorized a $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 our prior $2.0 billion share repurchase program. We intend to complete $1.5 billion of total share repurchases in 2026, comprised of $1.15 billion of share repurchases under the $5.0 billion program and the $350 million of share repurchases made to complete the prior $2.0 billion program. A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. The share repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $6 million year-to-date through June 30, 2026 (the total excise tax amount relates to both programs discussed above).

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