A Dark Vector Cognition product

Item 1A. Risk Factors.

3K characters. Original on sec.gov ·

Item 1A. Risk Factors.

There have been no material changes with respect to those risk factors previously disclosed in Item 1A “Risk Factors” in Part I of our 2025 Form 10-K.

It****em 2. Unregistered Sales of Equity Securities and Use of Proceeds.

c. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Maximum Approximate Dollar
Total Number of SharesValue of Shares that
Total NumberPurchased as Part ofMay Yet Be Purchased
of SharesAverage Price PaidPublicly AnnouncedUnder the Program (2)
PeriodPurchased (1)Per ShareProgram (2)(in thousands)
Period #1 (December 29, 2025 to January 25, 2026)1,051$418.24—$459,681
Period #2 (January 26, 2026 to February 22, 2026)1,662408.57—459,681
Period #3 (February 23, 2026 to March 22, 2026)191,353398.81188,304384,583
Total194,066$399.00188,304$384,583
(1)5,762 shares in the first quarter of 2026 were purchased as part of the Company’s employee stock payroll deduction plan at an average price of $405.06.
(2)As of March 22, 2026, we had $384.6 million remaining under the $1.0 billion share repurchase authorization approved by our Board of Directors on February 21, 2024, for repurchases of shares of our common stock. Subsequent to the end of the first quarter of 2026 and through April 21, 2026, we repurchased and retired an additional 257,545 shares of common stock for a total of approximately $94.4 million. Subsequent to the end of the first quarter of 2026, on April 21, 2026, our Board of Directors authorized an additional share repurchase program to repurchase up to $1.0 billion of our common stock, in addition to the $290.2 million that was previously remaining for a total authorization of $1.29 billion for future share repurchases. Authorization for the repurchase program may be modified, suspended, or discontinued at any time. The repurchase of shares in any particular period and the actual amount of such purchases remain at the discretion of the Board of Directors, and no assurance can be given that shares will be repurchased in the future.

It****em 3. Defaults Upon Senior Securities.

None.

Ite****m 4. Mine Safety Disclosures.

Not applicable.

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