A Dark Vector Cognition product

Item 1A. RISK FACTORS

3K characters. Original on sec.gov ·

Item 1A. RISK FACTORS

For a discussion of our risk factors, see Part I, Item 1A. "Risk Factors" 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

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Information about the shares of our common stock that we repurchased during the quarter ended June 30, 2026, is set forth below:

PeriodTotal Number of Shares Purchased (1)Approximate Average Price Paid per Share, Excluding CommissionTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)
(in millions)
April 1-30, 20267,365$67.31—
May 1-31, 20265,755,43969.305,744,650
June 1-30, 20262,225,13768.662,213,647
Total7,987,941$69.807,958,297$1,400.0

(1)Our board of directors has authorized us to repurchase shares of our common stock through any combination of Rule 10b5-1 open-market repurchase plans, accelerated share repurchase plans, discretionary open-market purchases or privately negotiated transactions.

During the quarter ended June 30, 2026, pursuant to our employee incentive plans, we withheld 29,644 shares at an average price per share of $70.91 in order to satisfy employees' tax withholding and payment obligations in connection with the vesting of awards of restricted stock.

(2)As of June 30, 2026, the remaining amount available under our share repurchase program was $1,400.0 million. The authorization by our board of directors does not expire but could be revoked at any time. In addition, we are not required by the board’s authorization or otherwise to complete any repurchases by any specific time or at all.

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4—MINE SAFETY DISCLOSURES

Not applicable.

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