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 contained in Item 1A of our Annual Report on Form 10-K for the year ended May 25, 2025.

**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 three months ended February 22, 2026.

(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)
November 24, 2025 through December 28, 2025220,330$181.02220,330$603.5
December 29, 2025 through January 25, 2026206,061$198.96206,061$562.5
January 26, 2026 through February 22, 2026223,708$207.61223,708$516.1
Quarter-to-Date650,099$195.86650,099$516.1

(1)All of the shares purchased during the three months ended February 22, 2026 were purchased as part of our repurchase program. On June 18, 2025, 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 June 20, 2025, 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.

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