A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

In addition to the other information set forth in this Report, you should consider the risks described under the caption “Risk Factors” in the Company’s 2021 Form 10-K and Form 10-Q for the period ended March 31, 2022.

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

Details of the repurchases of the Company’s common stock during the three months ended September 30, 2022 are included below:

PeriodTotal Number of Shares Repurchased**(1)**Average Price Paid Per Share**(1)**Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs**(2)**Maximum Dollar Amount of Shares That May Yet Be Purchased as Part of Publicly Announced Plans or Programs**(2)**
July 1, 2022 - July 31, 202210,763$23.90—$1,000,000,000
August 1, 2022 - August 31, 20223,671$1.78—$1,000,000,000
September 1, 2022 - September 30, 20227,604$2.69—$1,000,000,000

(1) Reflects shares repurchased to satisfy applicable tax withholding obligations in connection with an employee share-based compensation plan and the forfeiture of unvested restricted stock awards. The majority of shares repurchased during the months of August and September relate to the forfeiture of unvested restricted stock awards repurchased at par value of $0.01.

(2) On June 27, 2022, the Company announced that its Board of Directors increased the authorization of common share repurchases to $1.0 billion, which is an increase of $545 million above the $455 million of capacity remaining under the $750 million authorization on January 20, 2021. Share repurchases may be executed in the open market or in privately negotiated transactions, including under Rule 10b5-1 plans and accelerated share repurchase and other structured transactions. The timing and exact amount of future share repurchases will be subject to various factors, including the Company’s capital position, financial performance, risk-weighted assets, capital impacts of strategic initiatives, market conditions, receipt of required regulatory approvals and other regulatory and accounting considerations.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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