A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

There have been no material changes with respect to this item from the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

The following table provides information about our second-quarter purchases of equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

PeriodTotal Number of SharesAverage Price per Share*Total Number of Shares Purchased as Part of Publicly Announced Program***Maximum Number of Shares That May Yet Be Purchased Under the Program
Shares Purchased Pursuant to Share Buyback Program
4/6/26-5/3/26—$——6,129,323
5/4/26-5/31/26———6,129,323
6/1/26-7/5/26292,894346.62292,8945,836,429
Shares Delivered or Withheld Pursuant to Restricted Stock Vesting**
4/6/26-5/3/261,259343.63
5/4/26-5/31/26202347.89
6/1/26-7/5/262,919342.68
297,274$346.57
  • Average price per share excludes excise tax.

** Represents shares withheld by, or delivered to, us pursuant to provisions in agreements with recipients of restricted stock granted under our equity compensation plans that allow us to withhold, or the recipient to deliver to us, the number of shares with a fair value equal to the statutory tax withholding due upon vesting of the restricted shares.

*** On December 4, 2024 the Board authorized management to repurchase up to 10 million additional shares of the company's outstanding stock. The program has no fixed expiration date, and may be suspended, modified or discontinued at any time.

We recently determined that up to approximately 300,000 shares of the company’s common stock were offered and sold to participants in the General Dynamics Corporation 401(k) Plan 3.0 (the “3.0 Plan”), the General Dynamics Corporation 401(k) Plan 6.0 (the “6.0 Plan”), and the General Dynamics Corporation 401(k) Plan for Represented Employees (the “Represented Employees Plan” and, together with the 3.0 Plan, and the 6.0 Plan, collectively, the “Plans”), without being registered under the Securities Act of 1933. The shares of common stock sold under the Plans were already outstanding shares purchased by a third-party administrator on the open market, and not from General Dynamics, and accordingly we did not receive any proceeds from the sale of the shares pursuant to the Plans. Similarly, the shares have been treated as outstanding for financial reporting purposes. On July 1, 2026, we filed a Registration Statement on Form S-8 registering future sales of shares under the Plans and the General Dynamics Corporation 401(k) QACA Plan. We intend to make a rescission offer to participants

in the Plans who purchased the company’s common stock in plan accounts from July 1, 2025 through June 30, 2026. We do not expect the effect of the unregistered sale of shares under the Plans, including any potential rescission rights that may be claimed by participants in the Plans or the effect of our rescission offer to eligible participants in the Plans, will have a material impact on our financial condition, results of operation, or liquidity.

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