A Dark Vector Cognition product

Item 1A. Risk Factors.

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Item 1A. Risk Factors.

For the three and nine months ended September 30, 2023 there were no material changes from risk factors disclosed in Part I, Item 1A of 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.

Issuer Purchases of Equity Securities

(a)(b)(c)(d)
Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value (in thousands) of Shares that may yet be Purchased under the Program
July 1 to July 31, 202354,411$1,336.4054,411$2,886,430
August 1 to August 31, 202369,656$1,239.0469,656$2,800,976
September 1 to September 30, 202357,570$1,167.4057,570$2,734,433
Total181,637$1,245.50181,637$2,734,433

The Company has $2.7 billion of remaining availability as of September 30, 2023. We have purchased 31.5 million shares since the inception of the program through September 30, 2023.

During the nine months ended September 30, 2023 and 2022, we spent $724.0 million and $825.0 million on the repurchase of 526,019 and 629,380 shares at an average price per share of $1,388.54 and $1,310.79, respectively. We also reissued 70,812 shares and 80,466 shares held in treasury upon the exercise of stock options and vesting of restricted stock units during the nine months ended September 30, 2023 and 2022, respectively. In addition, we incurred $2.2 million and $6.4 million of excise tax during the three and nine months ended September 30, 2023 related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements.

**Item 3.**Defaults Upon Senior Securities. None

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