A Dark Vector Cognition product

Item 1A. Risk Factors

3K characters. Original on sec.gov ·

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, 2025. 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, 2026 through January 31, 2026—$——$2,013.7
February 1, 2026 through February 28, 20264,912,49985.514,912,4991,493.7
March 1, 2026 through March 31, 2026———1,493.7
Total4,912,4994,912,499

(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. In September 2025, the Board of Directors approved up to an additional $1.5 billion of repurchases under this program. 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 2026, we entered into a $500.0 million accelerated share repurchase (“ASR”) agreement and received, on February 26, 2026, an initial delivery of 4.7 million shares of our common stock, representing approximately 80 percent of the total contract value. The ASR agreement concluded on April 15, 2026 and we received an additional 1.5 million shares.

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