A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

There were no material changes to the risk factors disclosed in Item 1A of the 2025 Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

During the three months ended March 31, 2026, we repurchased a total of 1,053,335 shares of our common stock for an aggregate of $183.7 million, including commissions and fees, pursuant to the Buyback Program. The table below sets forth details of our repurchases under the Buyback Program during the three months ended March 31, 2026.

PeriodTotal Number of Shares Purchased (1)Average Price Paid per Share (2)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
(in millions)
January 1, 2026 - January 31, 2026290,858$169.54290,858$1,603.7
February 1, 2026 - February 28, 202621,494$169.5821,494$1,600.0
March 1, 2026 - March 31, 2026740,983$176.50740,983$1,469.2
Total First Quarter1,053,335$174.441,053,335$1,469.2

(1)Repurchases made pursuant to the Buyback Program.

(2)Average price paid per share is a weighted average calculation using the aggregate price, excluding commissions and fees.

(3)Remaining under the Buyback Program.

Subsequent to March 31, 2026, through April 21, 2026, we repurchased 111,043 shares of our common stock for an aggregate of approximately $19.2 million, including commissions and fees, under the Buyback Program.

Through April 21, 2026, we have repurchased a total of 3,105,690 shares of our common stock under the Buyback Program for an aggregate of $550.0 million, including commissions and fees. We expect to continue to manage the pacing of the remaining $1.5 billion under the Buyback Program in response to general market conditions and other relevant factors. We expect to fund any further repurchases of our common stock through a combination of cash on hand, cash generated by operations and borrowings under our credit facilities. Purchases under the Buyback Program are subject to our having available cash to fund repurchases.

Under the Buyback Program, our management is authorized to purchase shares from time to time through open market purchases or in privately negotiated transactions not to exceed market prices and subject to market conditions and other factors. With respect to open market purchases, we may use plans adopted in accordance with Rule 10b5-1 under the Exchange Act in accordance with securities laws and other legal requirements, which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. These programs may be discontinued at any time.

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