A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There are many risks and uncertainties that can affect our future business, financial performance or share price. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025. There have been no material changes during the 26-week period ended June 27, 2026 in the risks presented in our Annual Report on Form 10-K for the fiscal year ended December 27, 2025. These risks, however, are not the only risks facing our Company. Additional risks and uncertainties, including those not currently known to us or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equi****ty Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share repurchase activity during the 13-week period ended June 27, 2026, summarized on a trade-date basis, was as follows (in thousands, except per share amounts):

PeriodTotal Number of Shares Purchased (1)Average Price Paid Per Share (2)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (1)
March 29, 2026 - April 25, 202648$254.0848$479,042
April 26, 2026 - May 23, 202636$237.0136$470,440
May 24, 2026 - June 27, 202694$236.4394$448,106
Total178178

(1) The Board of Directors approved a share repurchase program on February 13, 2026 (the “2026 Program”), which was announced on February 18, 2026. The 2026 Program, which was effective beginning on February 20, 2026, is scheduled to expire on December 30, 2028. The 2026 Program authorizes the Company to purchase up to $500 million of its common shares. Share repurchases may be made in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion. The 2026 Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. See Note 9 – Stockholders’ Equity of the Notes to Condensed Consolidated Financial Statements for additional information related to share repurchases.

(2) Average price paid per share includes costs associated with the repurchases.

Item 3. Defaults Upo****n Senior Securities

None.

Item 4. Mine Saf****ety Disclosures

Not applicable.

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