Veeva Systems Inc.: 10-K Risk Factor Changes

In January 2026, our board of directors authorized a share repurchase program of up to $2 billion of our outstanding shares of common stock. Under the program, we may repurchase shares of common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, 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 accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The timing and total amount of any share repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program has a term of two years, may be suspended or discontinued at any time, and does not obligate us to acquire any amount of common stock. Any repurchased shares of common stock will be retired. Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. The existence of our share repurchase program could cause our stock price to trade higher than it otherwise would and could potentially reduce the market liquidity for our stock. Our share repurchase program may not enhance long-term stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares, and short-term stock price fluctuations could reduce the effectiveness of this program. Repurchasing our common stock will reduce the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or business opportunities, and other general corporate purposes, and we may fail to realize long-term stockholder value from our share repurchase program. Furthermore, the timing and amount of repurchases, if any, will be subject to liquidity, market and economic conditions, any excise tax on share repurchases, compliance with applicable legal requirements such as Delaware surplus and solvency tests, and other relevant factors.