A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information Relating to Forward-Looking Statements,” in Part I - Item 2 of this Form 10-Q and in the “Risk Factors” section of our 2025 Annual Report on Form 10-K. There were no material changes during the quarter ended April 3, 2026 to the risk factors reported in the “Risk Factors” section of our 2025 Annual Report on Form 10-K.

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

In February 2022, our Board adopted a share repurchase program (the “General Share Repurchase Program”), under which our Board has made various authorizations for the total repurchase of up to 58.8 million shares of our common stock. In 2025, in connection with the Separation, our Board adopted a separate and incremental special purpose share repurchase program (the “Special Share Repurchase Program”) under which we may repurchase up to $550 million of our common stock exclusively from the proceeds we received from Ralliant in connection with the Separation.

As of April 3, 2026, there were 6.6 million shares and $67.5 million remaining authorized under the General Share Repurchase Program and Special Share Repurchase Program, respectively. There is no expiration date for these repurchase programs, and the timing and amount of repurchases under the programs are determined by the Company's management based on market conditions and other factors. The repurchase programs may be suspended or discontinued at any time by the Board of Directors.

The following table provides details about our share repurchases, including those pursuant to a 10b5-1 plan, during the fiscal quarter ended April 3, 2026.

PeriodTotal number of shares (or units) purchasedAverage price paid per share (or unit)Total number of shares (or units) purchased as part of publicly announced plans or programsMaximum number of shares (or units) that may yet be purchased under the General Share Repurchase ProgramMaximum approximate dollar value that may yet be purchased under the Special Share Repurchase Program
January 1 - January 312,023,081$53.872,023,08113,480,182$67,483,059
February 1 - February 285,059,05956.995,059,0598,421,12367,483,059
March 1 - April 31,812,58556.671,812,5856,608,53867,483,059
Total8,894,725$56.218,894,7256,608,538$67,483,059

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