A Dark Vector Cognition product

Item 1A. Risk Factors.

2K characters. Original on sec.gov ·

Item 1A. Risk Factors.

For the three and six months ended June 30, 2026 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, 2025.

**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
April 1 to April 30, 202653,895$1,296.9553,895$3,382,289
May 1 to May 31, 202661,321$1,139.9261,321$3,312,387
June 1 to June 30, 202657,169$1,162.2857,169$3,245,939
Total172,385$1,196.43172,385$3,245,939

The Company has $3.2 billion of remaining availability as of June 30, 2026. The Company has purchased 33.3 million shares at an average price per share of $330.16 since the inception of the program through June 30, 2026.

During the six months ended June 30, 2026 and 2025, the Company spent $412.5 million and $437.5 million on the repurchase of 325,348 and 368,010 shares at an average price per share of $1,267.85 and $1,188.80, respectively. The Company also reissued 2,554 shares and 17,589 shares held in treasury upon the exercise of stock options and vesting of restricted stock units during the six months ended June 30, 2026 and 2025, respectively. In addition, the Company incurred $2.0 million and $2.1 million of excise tax during the three months ended June 30, 2026 and 2025, respectively, and $4.1 million of excise tax during both the six months ended June 30, 2026 and 2025 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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