A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

There are no material changes from risk factors as previously disclosed in our Annual Report on Form 10-K, filed with the SEC on February 25, 2025. We urge you to read the risk factors contained therein.

ITEM 2. UNREGISTERED SALES OF EQUI****TY SECURITIES AND USE OF PROCEEDS

During the six months ended June 30, 2025, no shares were issued by the Company without registration under the Securities Act of 1933, as amended.

(c) Issuer Purchases of Equity Securities

The Company is authorized to repurchase shares, by way of redemption or otherwise, and will consider whether to do so from time to time, based on many factors, including market conditions. There are no expiration dates for these repurchase plans or programs.

On November 20, 2024, the board of directors approved a $1.0 billion increase to the existing share repurchase program. This increase brought the total approved authorization, since the announcement of the program on April 20, 2016, to $10.2 billion.

The following table presents specified information about the Company’s repurchases of its shares in the second quarter of 2025 and the Company’s remaining repurchase authority.

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum number of shares that may yet be purchased under the plans or programs
April 1, 2025 through April 30, 2025540,279$314.14540,2793,494,224
May 1, 2025 through May 31, 2025807,216$308.99807,2162,687,008
June 1, 2025 through June 30, 2025266,932$302.90266,9322,420,076
1,614,427$309.711,614,427

At June 30, 2025 the maximum number of shares that may yet be purchased under the existing share repurchase plan is 2,420,076, with approximately $742 million remaining on the current open-ended repurchase authority granted by the board. An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on June 30, 2025 of $306.50.

ITEM 3. DEFAULTS UPO****N SENIOR SECURITIES

None.

ITEM 4. MINE SAF****ETY DISCLOSURES

Not applicable.

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