A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

Reference is made to the factors set forth under the caption “Forward-Looking Statements” in Part I, Item 2 of this quarterly report on Form 10-Q and other risk factors described in our annual report on Form 10-K for the year ended December 31, 2024, which are incorporated herein by reference. There have not been any material changes to the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2024 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

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

During January 2025, our Board of Directors authorized a share repurchase program for up to $10 billion of our outstanding common stock. During the quarter ended September 30, 2025, we repurchased 6,514,283 shares of our common stock at an average price of $383.34 per share through market purchases pursuant to the January 2025 authorization. At September 30, 2025, we had $3.256 billion of repurchase authorization available under the January 2025 authorization.

The following table provides certain information with respect to our repurchases of common stock from July 1, 2025 through September 30, 2025 (dollars in billions, except per share amounts).

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans or Programs
July 1, 2025 - July 31, 20252,175,388$363.472,175,388$4.962
August 1, 2025 - August 31, 20252,545,478$383.052,545,4783.987
September 1, 2025 - September 30, 20251,793,417$407.871,793,417$3.256
Total for third quarter 20256,514,283$383.346,514,283

On October 23, 2025, our Board of Directors declared a quarterly dividend of $0.72 per share on our common stock payable on December 29, 2025 to stockholders of record at the close of business on December 15, 2025. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.

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