A Dark Vector Cognition product

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

3K characters. Original on sec.gov ·

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

(c) The following table discloses repurchases of our common stock made in the first quarter of 2025. All of the Company’s preferred stock outstanding has preference over the Company’s common stock with respect to the payment of dividends.

Issuer purchases of equity securities

Share repurchases – first quarter of 2025Total shares repurchased as part of a publicly announced plan or programMaximum approximate dollar value of shares that may yet be purchased under the publicly announced plans or programs at March 31, 2025
(dollars in millions, except per share amounts; common shares in thousands)Total shares repurchasedAverage price per share
January 20251,423$84.941,423$5,211
February 20255,21587.035,2154,758
March 20252,02684.652,0264,586
First quarter of 2025 (a)8,664$86.138,664$4,586(b)

(a) Includes 2.5 million shares repurchased at a purchase price of $215 million from employees, primarily in connection with the employees’ payment of taxes upon the vesting of restricted stock. The average price per share of open market repurchases was $85.63.

(b) Represents the maximum value of the shares to be repurchased under the share repurchase plan and includes shares repurchased in connection with employee benefit plans.

In January 2023, we announced a share repurchase program approved by our Board of Directors providing for the repurchase of up to $5.0 billion of common shares beginning Jan. 1, 2023. This share repurchase plan replaced all previously authorized share repurchase plans.

In April 2024, we announced a share repurchase authorization providing for the repurchase of $6.0 billion of common shares.

Share repurchases may be executed through open market repurchases, in privately negotiated transactions or by other means, including through repurchase plans designed to comply with Rule 10b5-1 and other derivative, accelerated share repurchase and other structured transactions. The timing and exact amount of any common stock repurchases will depend on various factors, including market conditions and the common stock trading price; the Company’s capital position, liquidity and financial performance; alternative uses of capital; and legal and regulatory limitations and considerations.

Previous: Item 1. Legal Proceedings. · Next: Item 5. Other Information.