Item 1A. Risk Factors

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Item 1A. Risk Factors

There have been no material changes from the significant risk factors and uncertainties previously disclosed under the heading "Risk Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2022, that if they were to occur, could materially adversely affect the Company’s business, financial condition, operating results and/or cash flow. For a discussion of the Company’s risk factors, refer to Item 1A. “Risk Factors” contained in the Company’s annual report on Form 10-K for the year ended December 31, 2022.

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

MOODY'S PURCHASES OF EQUITY SECURITIES

For the three months ended June 30, 2023


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares That May Yet be Purchased Under the Program(2)
April 1- 30	73,312	$	302.36	70,493	$	786	million
May 1- 31	82,432	$	309.46	77,891	$	762	million
June 1- 30	65,422	$	332.90	64,889	$	740	million
Total	221,166	$	314.25	213,273

(1) Includes surrender to the Company of 2,819; 4,541; and 533 shares of common stock in April, May, and June, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

(2) As of the last day of each of the months. On February 9, 2021, the Board authorized $1 billion in share repurchase authority and on February 7, 2022, the Board of Directors approved an additional $750 million of share repurchase authority. At June 30, 2023 there was approximately $740 million of share repurchase authority remaining. There is no established expiration date for the remaining authorization.

During the second quarter of 2023, Moody’s issued a net 200 thousand shares under employee stock-based compensation plans.

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