A Dark Vector Cognition product

Item 1A. Risk Factors.

4K characters. Original on sec.gov ·

Item 1A. Risk Factors.

There have been no material updates during the period covered by this Form 10-Q to the Risk Factors as set forth in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2022. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any of these risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity and cash flows.

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

Share repurchase program

In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations for a total authorization of $1.6 billion. The program permits the Company to purchase shares, through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation. The Company repurchased 61,141 shares of its common stock under its share repurchase program during the second quarter of 2023 at an average cost per share of $132.45, totaling $8.1 million and had $139.8 million of availability remaining under its existing share repurchase authorizations as of June 30, 2023.

The table below shows the purchases of equity securities by the Company which settled during the three months ended June 30, 2023, reflecting the purchase of common stock under the Company's share repurchase program:

​​​​​​​​​​​
​​​​​​​Total Number of​Approximate Dollar
​​​​​​​Shares Purchased​Value of Shares that May
​​​​​​​as Part of Publicly​Yet Be Purchased Under
​​Total Number of​Average Price​Announced Plans​the Plans or Programs
PeriodShares PurchasedPaid per Shareor Programs(in millions)
April 1 to April 30, 2023​—​$—​—​$147.9
May 1 to May 31, 2023​—​​—​—​​147.9
June 1 to June 30, 2023​61,141​​132.45​61,141​​139.8
Total​61,141​$132.45​61,141​​​

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Purchase of common stock from employees

The table below reflects the acquisition of common stock by the Company in the three months ended June 30, 2023 that were not part of the publicly announced share repurchase authorization. These shares consisted of shares retained to cover payroll withholding taxes in connection with the vesting of restricted stock unit awards and performance share awards.

​​​​​​
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
April 1 to April 30, 2023​196​$136.76
May 1 to May 31, 2023​1,810​​138.83
June 1 to June 30, 2023​—​​—
Total​2,006​$138.63

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Use of proceeds

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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