A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 include a discussion of our risk factors. There have been no material changes in the risk factors described in those reports.

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

The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the third quarter of 2024.

ISSUER PURCHASES OF EQUITY SECURITIES
PeriodTotal 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 thousands)
July 1, 2024 – July 31, 2024
Share Repurchase Program (A)—$——$1,035,913
Employee Transactions (B)3,910$142.65N/AN/A
August 1, 2024 - August 31, 2024
Share Repurchase Program (A)—$——$1,035,913
Employee Transactions (B)476$149.75N/AN/A
September 1, 2024 – September 30, 2024
Share Repurchase Program (A)—$——$1,035,913
Employee Transactions (B)120$155.70N/AN/A
Total
Share Repurchase Program (A)—$——$1,035,913
Employee Transactions (B)4,506$143.75N/AN/A

(A)Since the share repurchase program’s inception in May 2003, our Board of Directors has authorized $13 billion of share repurchases of our common stock through September 30, 2024. The share repurchase authorization has no set expiration or termination date.

(B)Includes: (1) shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by holders of stock options (granted under the Company’s Amended and Restated Employee Long-Term Incentive Plan) who exercised options; and (2) shares withheld (under the terms of grants under the Amended and Restated Employee Long-Term Incentive Plan) to offset tax withholding obligations that occur upon the delivery of outstanding common shares underlying restricted stock units and performance share units.

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