A Dark Vector Cognition product

Item 1A. RISK FACTORS

3K characters. Original on sec.gov ·

Item 1A. RISK FACTORS

In addition to other information contained elsewhere in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in our most recent Annual Report on Form 10-K, which could materially affect our business, financial condition or future results.

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

Issuer's Purchases of Equity Securities

Period of RepurchaseTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal 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 (in millions)
April 1, 2026 - April 30, 2026—$——$5,000
May 1, 2026 - May 31, 2026(1)30,372,05850.1030,372,0583,000
June 1, 2026 - June 30, 2026(1)9,550,37850.109,550,3783,000
Total39,922,436$50.1039,922,436$3,000

(1) On February 18, 2026, our Board of Directors approved a $4.000 billion increase to our existing share repurchase authorization, increasing the total authorization to $5.000 billion. On May 18, 2026, we entered into an accelerated share repurchase agreement (the ASR agreement) with JPMorgan Chase Bank, National Association, to repurchase $2.000 billion of our common stock. On May 19, 2026, we made an aggregate upfront payment of $2.000 billion and received an initial delivery of approximately 30 million shares. The ASR agreement was fully settled on June 12, 2026, and we received approximately 10 million additional shares. Shares delivered under the ASR agreement are reflected in the table above in the periods received, including the initial delivery in May 2026 and the final settlement in June 2026. The total number of shares repurchased was based on the volume-weighted average price of our common stock during the repurchase period, less adjustments in accordance with the terms of the agreement.

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