A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, for a detailed discussion of risk factors affecting the Company. There have been no material changes in the risk factors described therein.

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

The following table summarizes purchases of equity securities by the issuer during the three-month period ended March 31, 2025:

Maximum number
of shares that
Total cost of sharesmay yet be
purchased as part ofpurchased under
Total number ofpublicly announcedthe plans or
shares purchased (1)Average priceplans or programs (1)programs (1)
Period(in millions)paid per share(in millions)(in millions)
January 2021 Authorization
January 1-31, 20250.8$79.52$60.00.7
February 1-28, 20250.7$72.3250.3—
1.4$110.3
August 2024 Authorization
February 1-28, 20252.9$69.60199.1$2,800.9
March 1-31, 20252.0$72.08$140.7$2,660.2
4.8339.8

(1)In January 2021, our Board of Directors approved a share repurchase program under which it authorized the Company to repurchase up to 100 million shares of our common stock. In August 2024, our Board of Directors approved a separate, incremental share repurchase program authorizing the repurchase of up to 3.0 billion in aggregate value of shares of our common stock. Repurchases under these programs are made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1 plans. Neither of these repurchase programs has an expiration date, and either program may be suspended for periods, amended or discontinued at any time. During the quarter ended March 31, 2025, the Company repurchased the final 1.4 million shares available for repurchase under the January 2021 share repurchase program for approximately $110 million. After exhausting the January 2021 repurchase program, the Company repurchased during the quarter ended March 31, 2025, an additional $340 million under the August 2024 share repurchase program. Approximately $2.7 billion remained available for repurchase under the August 2024 share repurchase program as of March 31, 2025.

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