A Dark Vector Cognition product

Item 1A. Risk Factors

3K characters. Original on sec.gov ·

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. For a discussion of such risks, please refer to Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

The following table sets forth information relating to repurchases of our equity securities during the three months ended September 30, 2023 (in billions, except share and per share data).

ISSUER PURCHASES OF EQUITY SECURITIES

PeriodTotal Number of Shares (or Units) PurchasedAverage Price Paid per Share (or Unit) (1)Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1, 2023 –377,812(2)$2,848377,812$17.7(2)
July 31, 202321(3)$3,153N/AN/A
August 1, 2023 –264,935(2)$3,076264,935$16.9(2)
August 31, 20232,583(3)$3,204N/AN/A
September 1, 2023 –224,460(2)$3,118224,460$16.2(2)
September 30, 202380(3)$3,144N/AN/A
Total869,891867,207$16.2

(1) These amounts exclude the 1% excise tax mandated by the Inflation Reduction Act on share repurchases.

(2) Pursuant to a stock repurchase program announced on February 23, 2023, whereby we were authorized to repurchase up to $20 billion of our common stock.

(3) Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation. The table above does not include adjustments during the three months ended September 30, 2023 to previously withheld share amounts (reduction of 7 shares) that reflect changes to the estimates of employee tax withholding obligations.

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