A Dark Vector Cognition product

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. (in millions, except share and per share data)

4K characters. Original on sec.gov · Markdown

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. (in millions, except share and per share data)

(a)(b)(c)(d)
PeriodTotal Number of Shares Purchased (1)Average Price Paid Per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)Maximum Dollar Value of Shares that may yet be Purchased under the Plans or Programs (2)
July 1, 2025 through July 31, 20252,950,660$59.612,920,370$3,221
August 1, 2025 through August 31, 20253,284,240$67.453,283,749$2,999
September 1, 2025 through September 30, 20251,425,781$84.161,425,781$2,879

____________________________

(1)The total number of shares purchased (and the average price paid per share) reflects: (i) shares purchased pursuant to the repurchase programs described in (2) below; and (ii) shares delivered to the Company from stock awards held by employees upon vesting for the purpose of covering the recipients’ tax withholding obligations, totaling 30,290 shares, 491 shares, and — shares for the fiscal months of July, August, and September 2025, respectively. Subsequent to the end of the covered period, the Company repurchased 2,082,860 additional shares at an average price of $86.42 per share pursuant to a Rule 10b5-1 plan for a total amount of $3,300 repurchased as of the date of filing under the stock repurchase programs described in (2) below.

(2)In February 2024, the Board of Directors authorized a stock repurchase program to repurchase shares of outstanding common stock to offset the dilutive impact of employee stock award vesting and to provide returns to stockholders, provided that the aggregate value of shares of common stock repurchased does not exceed $1,000; this program has been completed. In October 2024, the Board of Directors authorized an additional $2,000 stock repurchase program to repurchase shares of outstanding common stock; this program has been completed. In July 2025, the Board of Directors authorized an additional $3,000 stock repurchase program to repurchase shares of outstanding common stock. The program will be executed at the Company's discretion. The repurchase program has no expiration date, may be discontinued at any time, and the program does not obligate the Company to acquire any specific number of shares of its common stock or to repurchase the full authorized amount. Consequently, the Board of Directors may revise or terminate such share repurchase authorization in the future.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Previous: Item 1A. RISK FACTORS. · Next: Item 4. MINE SAFETY DISCLOSURES.