Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 2, 2026, the Company closed its acquisition of Celestial AI, Inc. and issued an aggregate of 24,523,632 shares of the Company’s common stock in an unregistered transaction. The Common Stock was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company may also issue additional shares of Common Stock upon satisfaction of certain revenue milestones as described in the Company’s Current Report on Form 8‑K/A filed on February 2, 2026.
On February 10, 2026, in connection with the Company’s acquisition of XConn Technologies the Company issued 2,263,077 shares of Common Stock in an unregistered transaction. The Common Stock was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
On March 31, 2026, the Company completed the issuance and sale of 2,000,000 shares of the Company’s Series A Convertible Preferred Stock to NVIDIA Corporation, pursuant to a Securities Purchase Agreement, dated as of March 31, 2026, between NVIDIA and the Company. The shares of Series A Preferred Stock are initially convertible in the aggregate into a maximum of 21,778,000 shares of the Company’s common stock. The shares of Series A Preferred Stock were issued and sold to NVIDIA in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.
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Table of Contents
Issuer Purchases of Equity Securities
The following table presents details of our stock repurchases during the three months ended May 2, 2026 (in millions, except per share data):
Period (1) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2)
February 1, 2026 to February 28, 2026 — $ — — $ 5,534.5
March 1, 2026 to March 28, 2026 — $ — — $ 5,534.5
March 29, 2026 to May 2, 2026 1.4 $ 146.58 1.4 $ 5,334.5
Total 1.4 1.4
(1) The monthly periods presented above for the three months ended May 2, 2026, are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period.
(2) On September 24, 2025, the Company’s Board of Directors authorized a $5.0 billion addition to the balance of its existing stock repurchase program (collectively, the Stock Repurchase Program), increasing the total repurchase authority to $9.7 billion. The Company's stock repurchase program commenced in fiscal 2017, and has no fixed expiration. Our existing stock repurchase program had approximately $5.3 billion of repurchase authority remaining as of May 2, 2026. We intend to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The stock repurchase program will be subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of shares of our common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.
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