A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

For information regarding risk factors that could affect our business, results of operations, financial condition or future results included in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024. For further information on our forward-looking statements see Part I of this Quarterly Report on Form 10-Q.

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

The following table provides information relating to our repurchase of common stock, excluding excise tax, during the three months ended November 30, 2024:

PeriodTotal Number of Shares Purchased**(1)**Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Program**(2)(3)**Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)****(3)
September 1, 2024 – September 30, 2024980,164$107.07980,164$1,000
October 1, 2024 – October 31, 20241,367,543$123.801,044,543$871
November 1, 2024 – November 30, 2024786,013$130.62786,013$768
Total3,133,720$120.282,810,720

(1)The purchases include amounts that are attributable to 323,000 shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock unit awards, their tax withholding obligations.

(2)In September 2023, our Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $2.5 billion of our common stock as publicly announced in a press release on September 28, 2023 (the “Amended 2023 Repurchase Program”). In September 2024, an ASR transaction was completed, and 1.0 million additional shares were delivered under the ASR agreements. For more information, see “Liquidity and Capital Resources - Dividends and Share Repurchases”.

(3)In September 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock as publicly announced in a press release on September 26, 2024 ("the 2025 Share Repurchase Program").

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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