A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in our 2025 Annual Report.

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

Open market share repurchase activity during the three months ended June 30, 2026 was as follows (dollars in

millions, except per share amounts):

PeriodTotal 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 (1)
April 1, 2026 - April 30, 2026152,908$139.67152,908
May 1, 2026 - May 31, 20261,771,331133.441,771,331
June 1, 2026 - June 30, 20261,172,102133.951,172,102
3,096,341$133.943,096,341$3,921

(1)In November 2024, our Board authorized an additional $5.0 billion to our existing $4.0 billion share repurchase program (as amended, the 2024 program)

bringing the total authorized amount under the 2024 program to a total of $9.0 billion as of June 30, 2026. The Board also extended the term of the 2024

program through December 31, 2029. During the second quarter of 2026, we repurchased an aggregate of $414 million of our common stock under the

2024 program. The remaining $3.9 billion in the table represents the amount available to repurchase shares under the 2024 program as of June 30, 2026.

Our stock repurchase program does not obligate us to acquire any specific number of shares. Under this program,

shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule

10b5-1 under the Exchange Act. We may utilize our stock repurchase programs to continue offsetting the impact of our stock-

based compensation program and on a more opportunistic basis if we believe our stock presents a compelling investment

compared to other discretionary uses. The timing of any future repurchases and the actual amounts repurchased will depend on

a variety of factors, including the market price of our common stock, general market and economic conditions and other factors.

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