A Dark Vector Cognition product

Item 1A. Risk Factors

3K characters. Original on sec.gov ·

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 12, 2021**.**

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

Issuer Purchases of Equity Securities

Our stock repurchase program allows for the repurchase of up to $9.5 billion, excluding fees and expenses, of our Class A common stock through open market purchases, including under a 10b5-1 Plan or in private transactions, including through ASR agreements entered into with financial institutions, in accordance with applicable federal securities laws. The repurchase program does not have an expiration date. The timing of repurchases and the exact number of shares to be purchased are determined by management, in its discretion, or pursuant to a 10b5-1 Plan, and will depend upon market conditions and other factors.

During the three months ended September 30, 2021, we repurchased $100 million of our Class A common stock. The stock repurchase activity under our stock repurchase program during the three months ended September 30, 2021 was as follows:

MonthTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (in millions)
July 1, 2021 - July 31, 2021—$——$2,285
August 1, 2021 - August 31, 2021922,06275.91922,0622,215
September 1, 2021 - September 30, 2021391,98476.55391,9842,185
Total1,314,046$76.101,314,046

During the three months ended September 30, 2021, we also purchased shares in connection with our stock-based compensation plans, whereby shares of our common stock were tendered by employees for payment of applicable statutory tax withholdings. For the three months ended September 30, 2021, such repurchases totaled 0.3 million shares at an aggregate cost of $21 million.

Cognizant44September 30, 2021 Form 10-Q

Table of Contents

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