A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

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The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A. “Risk Factors” in our Form 10-K for the year ended December 31, 2023 and in Part II, Item 1A. “Risk Factors” in

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our Form 10-Q for the quarterly period ended March 31, 2024. When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common stock, can be materially and adversely affected. There have been no material changes to the risk factors disclosed in our Form 10-K for the year ended December 31, 2023 and our Form 10-Q for the quarterly period ended March 31, 2024.

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

Issuer Purchases of Equity Securities

On August 30, 2024, the Company’s Board of Directors approved a $300.0 million increase to the Company’s existing share repurchase program and extended the share repurchase program’s expiration until August 30, 2026. The program was approved on March 1, 2024, and originally authorized the Company to repurchase up to an aggregate amount of $300.0 million of its outstanding common stock.

The following table provides information about shares of the Company’s common stock that were repurchased as part of the share repurchase program during the three months ended September 30, 2024:

(in thousands, except for share and price per share data)
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share**(1)**Total Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value of Shares that May Yet Be Purchased Under the Program
7/1/2024 - 7/31/2024—$——$99,250
8/1/2024 - 8/31/20242,237,394$10.842,237,394$374,991
9/1/2024 - 9/30/2024—$——$374,991
Total2,237,394$10.842,237,394$374,991

(1)Average price paid per share is calculated on a settlement basis and excludes commissions paid and excise tax. Our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act of 2022. Any excise tax incurred is recognized in stockholders’ equity as part of the cost basis of the shares acquired.

ITEM 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Form 10-Q for the quarterly period ended September 30, 2024.

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