A Dark Vector Cognition product

Item 1A. RISK FACTORS

2K characters. Original on sec.gov ·

Item 1A. RISK FACTORS

There have been no material changes to the risk factors included in our 2023 Form 10-K under the heading “Risk Factors Relating to Our Business” and “Risk Factors Relating to Regulation”.

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

The table below sets forth information regarding purchases of our common stock primarily related to our share repurchase program that were made by us or on our behalf during the three months ended March 31, 2024.

($ in millions, except per share data)Total Number of Shares Purchased**(a)**Average Price Paid Per Share**(b)**Total Number of Shares Purchased as Part of Publicly Announced Programs**(c)**Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs**(b)**
January 1 - 31, 20241,296,803$38.72833,622$567.4
February 1 - 29, 20244,575,35239.464,575,247386.8
March 1 - 31, 20242,507,41741.852,066,907300.0
Total8,379,572$40.067,475,776$300.0

(a)Includes 463,181 shares, 105 shares and 440,510 shares withheld in January, February and March, respectively, to offset tax withholding obligations that occur upon the delivery of outstanding shares underlying performance stock awards, restricted stock awards or upon the exercise of stock options.

(b)Amounts exclude commission costs.

(c)In April 2023 the Board of Directors approved an incremental share repurchase program of up to $1.0 billion, commencing in the third quarter of 2023 through June 30, 2024. In April 2024 the Board of Directors approved an incremental share repurchase program of up to $1.0 billion, commencing in the second quarter of 2024 through June 30, 2025, which is not reflected in the table above.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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