A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

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 For a discussion of the risk factors affecting us, see "Risk Factors" in Part 1, Item 1A of our annual report on Form 10-K dated and filed with the Securities and Exchange Commission on February 22, 2022.

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

Recent Sales of Unregistered Securities

We did not have any unregistered sales of equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

Under the Repurchase Program, we may repurchase stock in the market or as otherwise determined by us. These authorizations have no expiration dates and may be suspended or terminated at any time. As of September 30, 2022, we had $407.5 million available to repurchase shares, inclusive of the $1,000.0 million authorization approved by the board on February 16, 2022. Our share repurchases for the quarter ended September 30, 2022 are set forth below:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal 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
(in millions)
July 1, 2022 through July 31, 20221,386,562(1)$173.09(1)1,386,562$407.5
August 1, 2022 through August 31, 2022—$——$407.5
September 1, 2022 through September 30, 2022217,024(1)$187.08(1)217,024$407.5
1,603,586(1)$187.08(1)1,603,586

(1) In June 2022, we entered into an ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $300.0 million with Citibank, N.A. The ASR agreement is accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase price of $300.0 million in July 2022, we received 1,386,562 shares of our common stock at a price of $173.09 per share. Upon the final settlement in September 2022, we received an additional 217,024 shares as determined by the daily volume weighted average share price of our common stock during the term of the ASR agreement, bringing the total shares received under this ASR agreement to 1,603,586 and a final average price paid of $187.08 per share. 

Item 3. Defaults Upon Senior Securities | --- | --- |

None.

Item 4. Mine Safety Disclosures | --- | --- |

None.

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