A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

There have been no material changes to our risk factors from those described in Part 1, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, which was filed with the Securities and Exchange Commission on November 16, 2021.

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

On October 31, 2018, the Company announced that its Board of Directors authorized an additional $1.0 billion for its common stock share repurchase program. This authorization is incremental to the existing $4.4 billion program, initially approved in October 2010 and expanded in each fiscal year. Acquisitions for the share repurchase programs will be made from time to time in private transactions, accelerated share repurchase programs, or open market purchases as permitted by securities laws and other legal requirements. The programs can be terminated at any time. As of December 31, 2021, the Company had $647.5 million remaining authorized to purchase shares under its share repurchase program.

Shares repurchased and retired for the three months ended December 31, 2021 are as follows (in thousands, except shares and per share data):

Total Number of Shares Purchased****1Average Price Paid per ShareTotal Number of Shares Purchased per the Publicly Announced PlanApproximate Dollar Value of Shares that May Yet be Purchased Under the Plan****2
October 1, 2021 — October 31, 2021———$772,511
November 1, 2021 — November 30, 2021583,969$230.37520,839$651,562
December 1, 2021 — December 31, 202117,668$229.8717,668$647,500

(1)Includes 63,130 shares withheld from restricted stock units that vested in the first quarter of fiscal 2022 to satisfy minimum tax withholding obligations that arose on the vesting of restricted stock units.

(2)Shares withheld from restricted stock units that vested to satisfy minimum tax withholding obligations that arose on the vesting of such awards do not deplete the dollar amount available for purchases under the repurchase program.

Table of Contents

**Item 4.**Mine Safety Disclosures

Not applicable.

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