A Dark Vector Cognition product

Item 1A. RISK FACTORS

2K characters. Original on sec.gov · Markdown

Item 1A. RISK FACTORS

For a discussion of our risk factors, please see Part 1, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Items 2(a) and (b) are not applicable as there have been no unregistered sales of equity securities.

(i)Issuer Purchases of Equity Securities

The following table provides a month-to-month summary of our share repurchase activity during the three months ended May 31, 2026:

PeriodTotal number of shares purchased(1)Average price paid per shareTotal number of shares purchased as part of publicly announced plans or programs(2)Approximate dollar value of shares that may yet be purchased under the plans or programs(2)
March 2026341,510$209.86341,510$625,401
April 2026295,110$227.04295,110$558,398
May 2026291,765$222.29289,750$494,000
Total928,385926,370

(1)Includes 926,370 shares purchased under the stock repurchase program, as well as 2,015 shares repurchased to satisfy withholding tax obligations due upon the vesting of stock-based awards.

(2)On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025. On December 16, 2025, our Board of Directors approved an additional $600 million in share repurchase authority, which was available immediately with no expiration date. The additional authorization also removed the expiration date from the June 17, 2025 authorization. As of May 31, 2026, $494.0 million remained available under our share repurchase program. Repurchases may be made from time-to-time in the open market or via privately negotiated transactions, subject to market conditions. There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. It is expected that share repurchases will be paid using existing and future cash generated by operations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Previous: Item 4. CONTROLS AND PROCEDURES · Next: Item 5. OTHER INFORMATION