A Dark Vector Cognition product

Item 1A. RISK FACTORS

4K characters. Original on sec.gov ·

Item 1A. RISK FACTORS

Not applicable.

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

We did not have any sales of unregistered securities for the nine months ended June 30, 2024.

We purchase our own stock from time to time in conjunction with a number of activities, each of which is described in the following paragraphs. The following table presents information on our purchases of our own stock, on a monthly basis, for the nine months ended June 30, 2024.

Total number of shares purchasedAverage price per shareNumber of shares purchased as part of publicly announced plans or programsApproximate dollar value (in millions) at each month-end of securities that may yet be purchased under the plans or programs
October 1, 2023 – October 31, 20232,602$100.13—$750
November 1, 2023 – November 30, 2023516,466$99.63439,678$1,500
December 1, 2023 – December 31, 2023970,735$110.03968,566$1,393
First quarter1,489,803$106.401,408,244
January 1, 2024 – January 31, 202431,211$110.95—$1,393
February 1, 2024 – February 29, 2024344,673$118.60336,110$1,354
March 1, 2024 – March 31, 20241,361,324$122.781,358,927$1,187
Second quarter1,737,208$121.741,695,037
April 1, 2024 – April 30, 2024335,810$128.84335,519$1,143
May 1, 2024 – May 31, 2024296$123.32—$1,143
June 1, 2024 – June 30, 20241,658,877$120.591,658,508$944
Third quarter1,994,983$121.981,994,027
Fiscal year-to-date total5,221,994$117.465,097,308

In November 2023, the Board of Directors authorized repurchase of our common stock in an aggregate amount of up to $1.5 billion, which replaced the previous authorization.

In the preceding table, the total number of shares purchased includes shares purchased pursuant to the Restricted Stock Trust Fund, which was established to acquire our common stock in the open market and used to settle RSUs granted as a retention vehicle for certain employees of our wholly-owned Canadian subsidiaries. For more information on this trust fund, see Note 2 of the Notes to Consolidated Financial Statements of our 2023 Form 10-K and Note 9 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q. These activities do not utilize the repurchase authorization presented in the preceding table.

The total number of shares purchased also includes shares repurchased as a result of employees surrendering shares as payment for option exercises or withholding taxes. These activities do not utilize the repurchase authorization presented in the preceding table.

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