A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

An investment in our common stock involves risks. Before making an investment decision, you should carefully consider all the information within Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in our condensed consolidated financial statements and the related notes contained in Part I, Item 1 within this Quarterly Report. In addition, you should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our 2023 Annual Report, as well as in our other public filings with the SEC. If any of the identified risks are realized, our business, results of operations, financial condition, liquidity, and prospects could be materially and adversely affected. In that case, the trading price of our common stock may decline, and you could lose all or part of your investment. In addition, other risks of which we are currently unaware, or which we do not currently view as material, could have a material adverse effect on our business, results of operations, financial condition, and prospects.

During the six months ended September 30, 2023, there were no material changes to the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our 2023 Annual Report.

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

Unregistered Sales of Equity Securities

None.

Use of Proceeds

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Our Board of Directors has approved various authorizations under our stock repurchase program to repurchase shares of our common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors (stock repurchase program).

Our stock repurchase program does not obligate us to acquire any amount of common stock and may be suspended at any time at our discretion. The agreements under our revolving credit facilities allow us to make stock repurchases under this program, so long as we do not exceed certain leverage ratios. As of September 30, 2023, no defaults have occurred under our credit agreements.

Stock repurchase activity under our stock repurchase program during the three months ended September 30, 2023, was as follows:

Total number of shares repurchased (3)Weighted average price per share paidDollar value of shares repurchased (1) (2)Dollar value of shares remaining for repurchase (3) (2)
July 1 - July 31, 2023—$—$—$1,331,166
August 1 - August 31, 2023183,651547.61100,5691,230,597
September 1 - September 30, 2023163,327519.8184,9001,145,697

(1) The dollar value of shares repurchased excludes the cost of broker commissions, excise taxes, and other costs.

(2) May not calculate on rounded dollars.

(3) All share repurchases were made pursuant to our stock repurchase program in open-market transactions.

Subsequent to September 30, 2023, through October 12, 2023, we repurchased 88,928 shares in open-market transactions for $44,941 at a weighted average price per share paid of $505.36 and had an aggregate authorized amount of $1,100,756 remaining under the stock repurchase program.

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