A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

There have been no material changes to the risk factors described in the section titled “Risk Factors” in (i) the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2023, and (ii) the Company’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2023 and December 31, 2023, as filed with the SEC on November 2, 2023 and February 7, 2024, respectively.

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

Below is a summary of the Company’s repurchases of its Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) during the three months ended March 31, 2024:

Total number of shares purchased**(a)**Average price paid per share**(b)**Approximate dollar value of shares that may yet be purchased under the program**(b)(c)**
(in millions)
January 1, 2024 - January 31, 20241,611,276$31.03
February 1, 2024 - February 29, 20243,041,00829.89
March 1, 2024 - March 31, 20243,694,77029.53
Total8,347,05429.95$1,650
(a)The Company has not made any purchases of Class A Common Stock or Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), other than in connection with the publicly announced stock repurchase program described below.
(b)These amounts exclude any fees, commissions or other costs associated with the share repurchases.
(c)The Company’s Board of Directors has authorized a stock repurchase program, under which the Company can repurchase $7 billion of Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time.

In total, the Company repurchased approximately 32 million shares of Class A Common Stock for approximately $750 million during the nine months ended March 31, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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