A Dark Vector Cognition product

Item 1A. Risk Factors

3K characters. Original on sec.gov ·

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, “Item 1A. Risk Factors” in our 2024 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2024 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

There were no material changes to the risk factors reported in Part 1, “Item 1A. Risk Factors” in our 2024 Form 10-K.

Item 2. Unregistered Sales of Equi****ty Securities and Use of Proceeds

Company Stock Repurchases

The following table provides information with respect to the purchases of our common stock during the third quarter of fiscal year 2025:

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share (including applicable fees and taxes)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (1)
July 1, 2025 — July 31, 20254,804$126.85—$500,000,000
August 1, 2025 — August 31, 2025572144.45—500,000,000
September 1, 2025 — September 30, 2025189138.68—500,000,000
Total5,565$129.06—$500,000,000

(1)

On April 30, 2025, the Company announced the board of directors’ termination of the prior share repurchase authorization and approval of a new share repurchase authorization of up to $500.0 million of the Company’s outstanding shares of common stock.

In the third quarter of 2025, the Company did not repurchase or retire any shares pursuant to share repurchase plans authorized by our board of directors. The 5,565 shares presented in the table above represent stock tendered in order to meet tax withholding requirements for restricted stock units vested. Share repurchases under the program may be made through a variety of methods, which may include open market purchases, block trades, accelerated share repurchases, trading plans in accordance with Rule 10b-5 or Rule 10b-18 under the Exchange Act, or any combination of such methods. The program does not obligate the Company to acquire any particular amount of its common stock, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion.

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