A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended December 31, 2024. There have been no material changes to our Risk Factors as previously reported.

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

Issuer Purchases of Equity Securities

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 (in millions) (a) (b)
January 1, 2025 through January 31, 2025776,259$70.75776,259$1,343.5
February 1, 2025 through February 28, 20252,659,89075.942,659,8901,091.5
March 1, 2025 through March 31, 2025———1,091.5
Total3,436,14974.773,436,149

(a) In August 2024, the Board of Directors approved a stock repurchase program providing for up to $1.5 billion of repurchases of our common stock. Repurchases under the program may be made on the open market, including pursuant to a Rule 10b5-1 plan, and in privately negotiated transactions. The repurchase program does not have an expiration date.

(b) In February 2025, we entered into a $250.0 million accelerated share repurchase ("ASR") agreement and received, on February 14, 2025, an initial delivery of 2.6 million shares of our common stock, representing approximately 80 percent of the total contract value. The ASR agreement has a scheduled termination date of July 25, 2025. At the conclusion of the ASR agreement, we may receive additional shares or may be required to pay additional cash or shares (at our election). Shares purchased pursuant to the ASR agreement are presented in the table above in the periods in which they were received.

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