A Dark Vector Cognition product

Item 1A. Risk Factors

5K characters. Original on sec.gov ·

Item 1A. Risk Factors

In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2024, and the factors identified under “Safe Harbor” in Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition, cash flows, or results of operations. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently considers immaterial also may materially adversely affect its business, financial condition, and/or operating results. There have been no material changes to the risk factors included in our Annual Report for the year ended December 31, 2024, other than as described below.

The Company is vulnerable to the potential difficulties associated with the increase in the complexity of our business. We have expanded operations and customer offerings over the last several years both organically and through acquisitions. This has caused increased complexities in the business. We believe our future success depends in part on our ability to manage our growth and increased complexities of our business. The following factors could present difficulties to us:

  • Managing our distribution channel partners and end-user customers;

  • Managing our contract manufacturing and supply chain;

  • Manufacturing an increased number of products;

  • Developing and managing custom offerings;

  • Managing parties to whom we have outsourced portions of our business operations;

  • Managing administrative and operational burdens;

  • Managing stakeholder interests including customer, investor and employee social responsibility matters;

  • Maintaining and improving information technology infrastructure to support growth and to manage cybersecurity threats;

  • Managing the integration of acquisitions;

  • Managing logistical problems common to complex, expansive operations;

  • Managing impacts of government shutdowns or disruptions, including any adverse effects due to limited government funding and services, such as import and export clearance, regulatory approvals or visa processing;

  • Managing our international operations;

  • Managing the cost of labor including any union organizing efforts and our responses to such efforts; and

  • Attracting, developing and retaining individuals with the requisite technical expertise to develop new technologies and introduce new offerings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended September 27, 2025:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
June 29, 2025 - July 26, 2025—$——$596
July 27, 2025 - August 23, 202565,519306.8465,519576
August 24, 2025 - September 27, 202546,345309.9746,345562
Total111,864$308.13111,864$562

(1)On May 17, 2022, the Company announced that its Board of Directors authorized a share repurchase program for up to $1 billion of its outstanding shares of common stock. Repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. As of September 27, 2025, the Company has cumulatively repurchased 1,500,463 shares of common stock for approximately $438 million, resulting in a remaining amount of share repurchases authorized under the May 2022 program of approximately $562 million.

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