A Dark Vector Cognition product

Item 1A. RISK FACTORS

3K characters. Original on sec.gov ·

Item 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to purchases we made of our ordinary shares during the first quarter of 2026:

(a)(b)(c)(d)
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsDollar value of shares that may yet be purchased under the plans or programs
January 1 - January 3117,226$104.17—$1,000,000,000
February 1 - February 281,673,071100.631,615,370837,504,248
March 1 - March 31420,43297.84383,220800,004,397
Total2,110,7291,998,590

(a)The purchases in this column include 17,226 shares for the period January 1 - January 31, 57,701 shares for the period February 1 - February 28 and 37,212 shares for the period March 1 - March 31 deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted and performance shares.

(b)The average price paid in this column includes shares deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price for the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted and performance shares.

(c)The number of shares in this column represents the number of shares repurchased as part of our publicly announced plans to repurchase our ordinary shares up to the maximum dollar limit authorized by the Board of Directors, discussed below.

(d)In December 2025, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. This authorization expires on December 31, 2028. As of March 31, 2026, we had $800.0 million remaining availability for share repurchases under this authorization. From time to time, we may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.

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