A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in Part I, Item 1A “Risk Factors” of our 2022 10-K.

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

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

During the three months ended March 31, 2023, we repurchased the following shares of our common stock:

PeriodTotal Number of Shares Purchased (1)Average Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
Month 1 (January 1, 2023 to January 31, 2023)—$——$200.0 Million
Month 2 (February 1, 2023 to February 28, 2023)680,000$91.05680,000$138.1 Million
Month 3 (March 1, 2023 to March 31, 2023)873,350$100.85873,350$50.0 Million
Total1,553,350$96.561,553,350

(1)On August 3, 2022, after the expiration of a prior share repurchase program on July 31, 2022, a duly authorized subcommittee of our Board approved a new share repurchase program to repurchase shares of our common stock for up to $200 million at prevailing prices in the open market. The share repurchase program is effective until January 31, 2024 or until the maximum amount of common stock is repurchased, whichever occurs first.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

SMCI | Q3 2023 Form 10-Q | 46

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