A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in

Part 1, Item 1A, of our Annual Report on

Form 10-K for the year ended December 28, 2024.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

Purchases of equity securities by the issuer

Our share repurchase program, announced on March 3, 2003, originally

allowed us to repurchase up to two million

shares pre-stock splits (eight million shares post-stock splits) of our common

stock, which represented

approximately 2.3% of the shares outstanding at the commencement

of the program.

Subsequent additional

increases since 2003 that have aggregated to an additional $5.9 billion,

authorized by our Board, to the repurchase

program provide for a total of $6.0 billion (including $500 million authorized

on January 27, 2025) of shares of our

common stock to be repurchased under this program,

with $432 million currently available for future share

repurchases.

On May 19, 2025, we executed an accelerated share repurchase program to

repurchase a total of $250 million of

our outstanding common stock based on volume-weighted average prices.

As of June 28, 2025, we received

3,122,832 shares at an estimated fair value of $223 million, which were

recorded in treasury stock.

In July 2025,

we received an additional 368,651 shares at an estimated fair value of $27

million, representing the final amount of

shares to be received under this accelerated share repurchase program.

As of June 28, 2025, we had repurchased approximately $5.6 billion

of common stock (101,727,771 shares,

including shares delivered after June 28, 2025) under these initiatives.

The following table summarizes repurchases of our common stock

under our stock repurchase program during the

fiscal quarter ended June 28, 2025:

Total Number

Maximum Number

Total

of Shares

of Shares

Number

Average

Purchased as Part

that May Yet

of Shares

Price Paid

of Our Publicly

Be Purchased Under

Fiscal Month

Purchased (1)

Per Share

Announced Program

Our Program (2)

3/30/2025 through 4/26/2025

535,000

$

67.36

535,000

10,471,696

4/27/2025 through 5/31/2025

3,122,832

71.48

3,122,832

6,561,184

6/1/2025 through 6/28/2025

-

-

-

6,267,466

3,657,832

3,657,832

(1)

All repurchases were executed in the open market under our existing publicly announced authorized program.

(2)

The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the

closing price of our common stock at that time.

This table excludes shares withheld from employees to satisfy minimum tax withholding

requirements for equity-based transactions.

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