A Dark Vector Cognition product

Item 1A. RISK FACTORS

3K characters. Original on sec.gov ·

Item 1A. RISK FACTORS

There were no material changes during the quarter ended April 3, 2026 to the risk factors previously disclosed in the “Item 1A. Risk Factors” section of the 2025 Annual Report on Form 10-K, other than the new risk factor identified below.

Our restructuring activities could have adverse effects on our business.

We have implemented, and may continue to implement, significant restructuring activities across our businesses. These significant restructuring activities as well as our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) reduce our available talent, assets, and other resources and could slow improvements in our products and services, adversely affect our ability to respond to customers and limit our ability to increase production quickly if demand for our products increases. In addition, delays in implementing planned restructuring activities or other productivity improvements, unexpected costs, or failure to meet targeted improvements may diminish the operational or financial benefits we realize from such actions. Any circumstances described above could adversely impact our business and financial statements.

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

On November 25, 2025, the Company announced that its Board of Directors approved a share repurchase program (the “Repurchase Program”) authorizing the repurchase of up to $750 million of the Company’s common stock from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), in privately negotiated transactions or by other methods, at the Company’s discretion. The program does not obligate the Company to acquire any particular amount of its common stock, has no expiration date, and will continue until otherwise suspended or terminated at any time for any reason. The timing and amount of any shares repurchased under the Repurchase Program will be determined by members of the Company’s management based on its evaluation of market, business conditions, and other factors.

The following table provides details about our share repurchases, including those pursuant to a Rule 10b5-1 plan, during the fiscal quarter ended April 3, 2026:

PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program ($ in millions)
January 1, 2026 - January 30, 2026———$750
January 31, 2026 - February 27, 20261,634,416$93.091,634,416$598
February 28, 2026 - April 3, 20261,590,439$92.961,590,439$450
Total (1)3,224,855$93.033,224,855$450

(1) Amounts exclude excise taxes and other transaction costs

Previous: Item 1. LEGAL PROCEEDINGS · Next: Item 5. OTHER INFORMATION