A Dark Vector Cognition product

Item 1A. Risk Factors.

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Item 1A. Risk Factors.

Please refer to Item 1A- Risk Factors in our 2023 Form 10-K, which is incorporated herein by reference, for a discussion of some of the factors that have affected our business, financial condition, and results of operations in the past and which could affect us in the future. There have been no material changes to those risk factors. Before making an investment decision with respect to our common stock, you should carefully consider those risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and our other current and periodic reports filed with the SEC.

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

There were no sales of unregistered securities during the third fiscal quarter of 2024.

Share Repurchases

On January 25, 2023, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). A summary of repurchases of the Company’s common stock made during the third quarter of fiscal 2024 under the 2023 Share Repurchase Authorization follows:

PeriodTotal Number of Shares PurchasedAverage Price Per Share (1)Total Number of Shares Purchased under the 2023 Repurchase AuthorizationApproximate Dollar Value of Shares that May Yet Be Purchased Under the 2023 Repurchase Authorization
March 31, 2024 - April 27, 202436,600$153.0136,600$673,772,243
April 28, 2024 - May 25, 2024122,800$137.17122,800$656,928,170
May 26, 2024 - June 29, 2024915,363$140.35915,363$528,452,610

(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.

Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure.

None.

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