A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully

consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, which

could materially affect our business, financial condition, or results of operations.There have been no material

changes to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.

2026 2Q Form 10-Q 95

Table of Contents

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

(a) and (b)

Not Applicable

(c) In April 2025, our Board of Directors authorized the repurchase of up to $1.0 billion of our common shares. On

April 22, 2026, our Board of Directors approved a new share repurchase authorization of up to $3.0 billion of our

common shares, replacing the prior authorization. The timing of share repurchases depends upon marketplace

conditions and other factors, and the program remains subject to the discretion of our Board of Directors.

The table below presents information with respect to purchases made by or on behalf of the Company or any

“affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (the

"Exchange Act")), for each of the three months in the period ended June 30, 2026:

(dollars in millions, except per share data, shares in thousands)Total Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value that may yet be Purchased Under the Plans or Programs (1)
April 1, 2026 to April 30, 2026 (2)6,642$16.466,642$3,000
May 1, 2026 to May 31, 20263,12116.013,1212,950
June 1, 2026 to June 30, 2026———2,950
Total9,763$16.329,763

(1)The number shown represents, as of the end of each period, the approximate dollar value of Common Stock that may yet be purchased under publicly-

announced share repurchase authorizations.

(2)Common shares repurchased in April 2026 occurred under the $1.0 billion authorization. Prior to the new $3.0 billion share repurchase authorization,

which became effective April 22, 2026, $741 million of capacity remained under the prior authorization.

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