A Dark Vector Cognition product

Item 1A. Risk Factors.

3K characters. Original on sec.gov · Markdown

Item 1A. Risk Factors.

There have been no material changes to the risk factors described in Item 1A of our 2025 Annual Report on Form 10-K.

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

In November 2005, the Company's Board of Directors announced a stock repurchase program, which was most recently increased in December 2023. The Company is authorized to repurchase up to $10.0 billion, inclusive of past authorizations, of which $1.8 billion is available as of June 30, 2026.

The stock repurchase program is effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are subject to the Company's discretion as part of its capital allocation strategy, and may be based upon general market conditions and the prevailing price and trading volumes of its common stock. No duration has been placed on the repurchase program. The Company reserves the right to discontinue the repurchase program at any time.

Issuer Purchases of Equity Securities Second Quarter 2026 (Shares in thousands)
PeriodTotal Number of Shares Purchased (1)Average 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) (2)
April 1, 2026 - April 30, 202613$35.24—$1,830
May 1, 2026 - May 31, 2026457.25—1,830
June 1, 2026 - June 30, 2026557.86—1,830
Total22$44.03—$1,830
(1)Represents 22 thousand shares relinquished to the Company by certain employees for payment of taxes.
(2)A remaining amount of $1.8 billion is available under the stock repurchase program as of June 30, 2026.

Previous: Item 4. Controls and Procedures. · Next: Item 5. Other Information