A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There have been no material changes to the risk factors contained in Item 1A of our Annual Report on Form 10-K for the year ended May 26, 2024.

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

The table below provides information concerning our repurchase of shares of our common stock during the quarter ended August 25, 2024.

(Dollars in millions, except per share data)Total Number of Shares Purchased (1) (2)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
May 27, 2024 through June 30, 2024310,291$148.91310,291$869.2
July 1, 2024 through July 28, 2024310,054$141.91310,054$825.2
July 29, 2024 through August 25, 2024557,501$147.46557,501$743.0
Quarter-to-Date1,177,846$146.381,177,846$743.0

(1)All of the shares purchased during the quarter ended August 25, 2024 were purchased as part of our repurchase program. On March 20, 2024 our Board of Directors authorized a new share repurchase program under which we may repurchase up to $1 billion of our outstanding common stock. This repurchase program, which was announced publicly in a press release issued on March 21, 2024, does not have an expiration and replaced the prior share repurchase authorization.

(2)The number of shares purchased includes shares withheld for taxes on vesting of restricted stock, shares delivered or deemed to be delivered to us on tender of stock in payment for the exercise price of options, and shares reacquired pursuant to tax withholding on option exercises. These shares are included as part of our repurchase program and deplete the repurchase authority granted by our Board. The number of shares repurchased excludes shares we reacquired pursuant to forfeiture of restricted stock.

(3)Repurchases are subject to prevailing market prices, may be made in open market or private transactions, may occur or be discontinued at any time and remain subject to the discretion of our Board of Directors. There can be no assurance that we will repurchase any shares.

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