A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

There were no material changes during the three months ended November 30, 2021 to the risk factors identified in our Annual Report on Form 10-K for the fiscal year ended August 31, 2021.

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

Items 2(a) and (b) are not applicable as there have been no unregistered sales of equity securities.

(i)Issuer Purchases of Equity Securities (in thousands, except share and per share data)

The following table provides a month-to-month summary of the share repurchase activity during the three months ended November 30, 2021:

PeriodTotal Number of Shares Purchased(1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Plans or Programs (in US$)(2)
September 20217,000$396.067,000$197,121
October 202139,386$404.7139,200$181,254
November 20216,561$438.40—$181,254
Total52,94746,200

*(1)*Includes 46,200 shares purchased under the existing share repurchase program, as well as 6,747 shares repurchased to satisfy withholding tax obligations due upon the vesting of stock-based awards (of which 6,561 shares were repurchased in November 2021).

*(2)*Repurchases may be made from time to time in the open market and privately negotiated transactions, subject to market conditions. No minimum number of shares to be repurchased has been fixed. There is no timeframe to complete the repurchase program and it is expected that share repurchases will be paid using existing and future cash generated by operations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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