A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There have been no material changes in the Company's risk factors from those disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, except as described under the heading "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

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

Issuer Purchases of Equity Securities

On October 21, 2022, we announced that the Board of Directors had approved a share repurchase program (the “2022 Program”) that authorized the repurchase of up to $300 million of common stock, which expired on October 21, 2025. At September 30, 2025, our remaining share repurchase authorization under the 2022 Program was $35.0 million. On February 12, 2025, the Board of Directors approved a new stock repurchase program (the “2025 Program”) that authorized the repurchase of up to $500.0 million of common stock and expires in February 2028. When combined with the $35.0 million of remaining share repurchase authorization under the 2022 Program, we had a total share repurchase authorization of approximately $535.0 million at September 30, 2025. Subject to numerous factors, including market conditions and alternative uses of cash, we may conduct discretionary repurchases through open market or privately negotiated transactions, which may include repurchases under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.

The following table summarizes the Company's repurchase activity of common stock under the repurchase programs during the quarter ended September 30, 2025.

PeriodTotal Number of Shares of Common Stock Purchased (000s)****(1)Average Price Paid Per Share of Common Stock**(1)**Approximate Value of Shares that May Yet be Purchased Under the Plans (in millions)Total number of shares purchased as part of publicly announced plans (000s)
July 1, 2025 - July 31, 20251$410.56$535.0—
August 1, 2025 - August 31, 2025—$—$535.0—
September 1, 2025 - September 30, 2025—$—$535.0—
TOTAL FOR THE QUARTER ENDED September 30, 20251$410.56$535.0—

(1) The total number of share repurchases include the surrender of the Company’s common shares in connection with the vesting of restricted stock awards.

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