A Dark Vector Cognition product

Item 1A. Risk Factors.

3K characters. Original on sec.gov ·

Item 1A. Risk Factors.

For the three and nine months ended September 30, 2025 there were no material changes from risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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

Issuer Purchases of Equity Securities

(a)(b)(c)(d)
Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value (in thousands) of Shares that may yet be Purchased under the Program
July 1 to July 31, 202561,728$1,219.7161,728$1,195,646
August 1 to August 31, 202559,056$1,274.9559,056$1,120,351
September 1 to September 30, 202553,622$1,271.1553,622$1,052,188
Total174,406$1,254.23174,406$1,052,188

In November 2025, the Company's Board of Directors authorized an additional $2.75 billion to be added to the share repurchase program, which had $1.1 billion of remaining availability as of September 30, 2025. The Company has purchased 32.9 million shares at an average price per share of $317.56 since the inception of the program in 2004 through September 30, 2025.

During the nine months ended September 30, 2025 and 2024, the Company spent $656.2 million and $637.5 million on the repurchase of 542,416 and 482,413 shares at an average price per share of $1,209.84 and $1,321.46, respectively. The Company also reissued 21,400 shares and 58,909 shares held in treasury upon the exercise of stock options and vesting of restricted stock units during the nine months ended September 30, 2025 and 2024, respectively. In addition, the Company incurred $2.2 million and $1.8 million of excise tax during the three months ended September 30, 2025 and 2024, respectively, and $6.3 million and $5.8 million of excise tax during the nine months ended September 30, 2025 and 2024, respectively related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in the Company's consolidated financial statements.

**Item 3.**Defaults Upon Senior Securities. None

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