A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

As of the date of this filing, the Company and its operations continue to be subject to the risk factors previously discussed in the "Risk Factors" sections contained in the 2021 Annual Report and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table contains information about our purchases of our Class A common stock equity securities during the three months ended June 30, 2022.

PeriodTotal Number of Shares Purchased (1)Average Price Paid Per Share (2)Total Number of Shares Purchased as Part of a Publicly Announced Program (3)(4)Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (3)(4)
April 1-30, 20222,181,949$34.652,145,623$1,266,644,059
May 1-31, 20222,227,133$33.532,217,465$1,192,296,443
June 1-30, 20222,371,018$32.482,360,818$1,115,650,897
Total6,780,100$33.526,723,906

(1)Represents Class A common stock purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock units and shares purchased in the open market under our publicly announced program.

(2)Average price paid for Class A common stock purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock units and shares purchased in the open market under our publicly announced purchase program.

(3)In 2021, our Board of Directors authorized the Company to repurchase up to $2 billion of its Class A common stock. On December 9, 2021, we entered into a purchase plan that complied with Rule 10b5-1 of the Exchange Act (the "10b5-1 Plan"). Under the 10b5-1 Plan, the agent repurchased a number of our Class A common stock determined under the terms of the 10b5-1 Plan each trading day based on the trading price of the stock on that day.

(4)During the three months ended June 30, 2022, we repurchased 6.7 million shares of Class A common stock at an average price of $33.52 per share for a total of $225 million. This includes 0.2 million of Class A common stock totaling $7 million that were repurchased but settlement and cancellation had not occurred as of June 30, 2022.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

We have no mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K to report for the current quarter.

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