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Form 8-K

sec.gov

8-K — ASTEC INDUSTRIES INC

Accession: 0000792987-26-000025

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000792987

SIC: 3531 (CONSTRUCTION MACHINERY & EQUIP)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — aste-20260506.htm (Primary)

EX-99.1 — EXHIBIT 99.1 - NEWS RELEASE Q1 2026 (aste-20260331xexx991.htm)

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8-K — FORM 8-K - EARNINGS RELEASE Q1 2026

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

Astec Industries, Inc.

(Exact name of registrant as specified in its charter)

Tennessee 001-11595 62-0873631

(State or other jurisdiction

of incorporation) (Commission File Number) (IRS Employer

Identification No.)

1725 Shepherd Road, Chattanooga, Tennessee 37421

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (423) 899-5898

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock ASTE The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition

On May 6, 2026, Astec Industries, Inc. (the "Company") reported results of operations for the three months ended March 31, 2026. A copy of that press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

99.1

News release dated May 6, 2026

104 Cover Page Interactive Data File embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Astec Industries, Inc.

Date: May 6, 2026

By: /s/ Brian J. Harris

Brian J. Harris

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1 - NEWS RELEASE Q1 2026

EX-99.1

Filename: aste-20260331xexx991.htm · Sequence: 2

Document

NEWS RELEASE

ASTEC REPORTS FIRST QUARTER 2026 RESULTS

First Quarter 2026 Overview (all comparisons are made to the corresponding prior year first quarter unless otherwise specified):

•Net sales of $396.3 million

•Net income of $1.3 million; Adjusted net income of $12.5 million

•EBITDA of $23.6 million; Adjusted EBITDA of $30.3 million

•Diluted EPS of $0.06; Adjusted EPS of $0.54

•Operating cash flow of $40.7 million; Free cash flow of $32.6 million

•Backlog of $549.2 million grew 36.4%

CHATTANOOGA, Tenn. (May 6, 2026) – Astec Industries, Inc. (Nasdaq: ASTE) announced today its financial results for the first quarter ended March 31, 2026.

"A 70.6% increase in Materials Solutions net sales was primarily driven by organic and inorganic contributions. Infrastructure Solutions net sales were relatively flat after the inclusion of inorganic sales which offset timing and mix-related shortfalls in our legacy business." said Jaco van der Merwe, Chief Executive Officer. "We are optimistic about the remainder of 2026 due to favorable order activity and strong end markets. As such, we are maintaining our full year 2026 adjusted EBITDA guidance in the $170 million to $190 million range."

Brian Harris, Chief Financial Officer, commented, "First quarter profitability was impacted by timing and mix in legacy Infrastructure Solutions net sales and expenses associated with the ConExpo trade show held once every three years. Freight, duty, and tariffs were also a headwind to margin. We finished the quarter with leverage of 2.3x, which is within our target leverage range of 1.5x to 2.5x. We are well-positioned for additional organic and inorganic growth."

GAAP Adjusted

(in millions, except per share and percentage data) 1Q 2026 1Q 2025 Change 1Q 2026 1Q 2025 Change

Net sales $ 396.3  $ 329.4  20.3  %

Infrastructure Solutions 237.0  236.0  0.4  %

Material Solutions 159.3  93.4  70.6  %

Backlog 549.2  402.6  36.4  %

Infrastructure Solutions 312.6  276.4  13.1  %

Material Solutions 236.6  126.2  87.5  %

Income from operations 9.0  20.5  (56.1) % 23.6  29.0  (18.6) %

Operating margin 2.3  % 6.2  % (390)  bps 6.0  % 8.8  % (280)  bps

Effective tax rate 53.6  % 27.4  % 2,620   bps 28.2  % 25.9  % 230   bps

Net income attributable to controlling interest 1.3  14.3  (90.9) % 12.5  20.9  (40.2) %

Diluted EPS 0.06  0.62  (90.3) % 0.54  0.91  (40.7) %

EBITDA (a non-GAAP measure) 23.6  27.5  (14.2) % 30.3  35.2  (13.9) %

EBITDA margin (a non-GAAP measure) 6.0  % 8.3  % (230)  bps 7.6  % 10.7  % (310)  bps

Segments Results

Our reportable segments are comprised of sites based upon the nature of the products or services produced, the type of customer for the products, the similarity of economic characteristics, the manner in which management reviews results and the nature of the production process, among other considerations.

Infrastructure Solutions - Design, engineer, manufacture and market a complete line of asphalt plants, concrete plants and their related components and ancillary equipment, including industrial automation controls and telematics platforms, as well as

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

supply asphalt road construction equipment, industrial thermal systems, land clearing, recycling and other heavy equipment, along with aftermarket parts.

•Net sales of $237.0 million increased 0.4% compared to a strong quarter the prior year. Our acquired business performed in line with expectations and offset the impact of timing in legacy net sales. Organic backlog increased slightly and remained at a healthy level. The book to bill ratio was 101%.

•Segment Operating Adjusted EBITDA of $34.8 million decreased 18.9% and Segment Operating Adjusted EBITDA margin of 14.7% decreased 350 basis points compared to a strong first quarter the prior year.

Materials Solutions - Design and manufacture hard and soft rock processing equipment, in addition to servicing and supplying parts for the aggregate, civil construction, energy, mining, hydro-electric, recycling, ports and bulk material handling markets.

•Net sales of $159.3 million increased by 70.6% due to organic growth and inorganic contributions. Implied orders declined 14.9% sequentially from a strong fourth quarter in 2025. The book to bill ratio stood at 110%.

•Segment Operating Adjusted EBITDA of $8.9 million increased 71.2% and Segment Operating Adjusted EBITDA margin was 5.6% for both the first quarters of 2026 and 2025.

Liquidity and Cash Flow

•Our total liquidity was $267.5 million, consisting of $73.4 million of cash and cash equivalents available for operating purposes and $194.1 million available for additional borrowings under our revolving credit facility.

•Operating Cash Flow in the quarter was $40.7 million and Free Cash Flow in the quarter was $32.6 million.

First Quarter Capital Allocation

•Capital expenditures of $8.1 million.

•Dividend payment of $0.13 per share.

Investor Conference Call and Webcast

Astec will conduct a conference call and live webcast today, May 6, 2026, at 8:30 A.M. Eastern Time, to review its first quarter 2026 financial results.

To access the call, dial (800) 715-9871 on Wednesday, May 6, 2026, at least 10 minutes prior to the scheduled time for the call. International callers should dial +1 (646) 307-1963.

You may also access a live webcast of the call at: https://events.q4inc.com/attendee/207358450

You will need to give your name and company affiliation and reference Astec. An archived webcast will be available for ninety days at www.astecindustries.com.

A replay of the call can be accessed until May 20, 2026, by dialing (800) 770-2030, or +1(609) 800-9909 for international callers, Conference ID# 2593169. A transcript of the conference call will be made available under the Investor Relations section of the Astec Industries, Inc. website within 5 business days after the call.

About Astec

Astec, (www.astecindustries.com), is a manufacturer of specialized equipment for asphalt road building, aggregate processing and concrete production. Astec's manufacturing operations are divided into two primary business segments: Infrastructure Solutions that includes road building, asphalt and concrete plants, thermal and storage solutions; and Materials Solutions that include our aggregate processing equipment. Astec also operates a line of controls and automation products designed to deliver enhanced productivity through improved equipment performance.

Safe Harbor Statements under the Private Securities Litigation Reform Act of 1995

This News Release contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate, the United States and global economies and guidance for fiscal 2026. Statements in this News Release that are not historical are hereby identified as "forward-looking statements" and may be indicated by words or phrases such as "anticipates," "supports," "plans," "projects," "expects," "believes," "should," "would," "could," "forecast," "management is of the opinion," use of the future tense and similar words or phrases. These forward-looking statements are based largely on management's expectations, which are subject to a number of known and unknown risks, uncertainties and other factors discussed and described in our most recent Annual Report on Form 10-K, including those risks described in Part I, Item 1A. Risk Factors thereof, and in other reports filed subsequently by us with the Securities and Exchange Commission, including those risks described in Part II, Item 1A in our most recent Quarterly Report on Form 10-Q, which may cause actual results, financial or

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

otherwise, to be materially different from those anticipated, expressed or implied by the forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements to reflect future events or circumstances, except as required by law.

Non-GAAP Measures

In an effort to provide investors with additional information regarding the Company's results, the Company refers to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures which management believes provide useful information to investors. These non-GAAP measures have no standardized meaning prescribed by U.S. GAAP and therefore are unlikely to be comparable to the calculation of similar measures for other companies. Management of the Company does not intend these items to be considered in isolation or as a substitute for the related GAAP measures. Nonetheless, this non-GAAP information can be useful in understanding the Company's operating results and the performance of its core business. Management of the Company uses both GAAP and non-GAAP financial measures to establish internal budgets and targets to evaluate the Company's financial performance against such budgets and targets. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measure is included in the tables.

When we provide guidance for adjusted EBITDA we do not provide a reconciliation of the U.S. GAAP measures as we are unable to predict with a reasonable degree of certainty the actual impact of the non-GAAP adjustment items. By their very nature, non-GAAP adjusted items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact our Company and its financial results. Therefore, we are unable to provide a reconciliation of these measures without unreasonable efforts.

For Additional Information Contact:

Steve Anderson

Senior Vice President of Administration and Investor Relations

Phone: (423) 899-5898

E-mail: sanderson@astecindustries.com

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

Astec Industries Inc.

Condensed Consolidated Statements of Operations

(In millions, except shares in thousands and per share amounts; unaudited)

Three Months Ended March 31,

2026 2025

Net sales $ 396.3  $ 329.4

Cost of sales 297.2  237.0

Gross profit 99.1  92.4

Operating expenses:

Selling, general and administrative expenses 90.2  71.9

Other operating gains, net (0.1) —

Total operating expenses 90.1  71.9

Income from operations 9.0  20.5

Other expenses, net:

Interest expense (7.4) (2.0)

Other income, net 1.2  1.2

Income before income taxes 2.8  19.7

Income tax provision 1.5  5.4

Net income 1.3  14.3

Net income attributable to noncontrolling interest —  —

Net income attributable to controlling interest $ 1.3  $ 14.3

Earnings per common share

Basic $ 0.06  $ 0.63

Diluted 0.06  0.62

Weighted average shares outstanding

Basic 22,939  22,833

Diluted 23,251  22,977

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

Astec Industries Inc.

Reportable Segment Net Sales and Operating Adjusted EBITDA

(In millions, except percentage data; unaudited)

Reportable segment net sales exclude intersegment sales.

Three Months Ended March 31,

2026 2025 $ Change % Change

Revenues from external customers

Infrastructure Solutions $ 237.0  $ 236.0  $ 1.0  0.4  %

Materials Solutions 159.3  93.4  65.9  70.6  %

Net sales $ 396.3  $ 329.4  $ 66.9  20.3  %

Segment Operating Adjusted EBITDA

Infrastructure Solutions $ 34.8  $ 42.9  $ (8.1) (18.9) %

Materials Solutions 8.9  5.2  3.7  71.2  %

Segment Operating Adjusted EBITDA - Reportable Segments 43.7  48.1

Reconciliation of Segment Operating Adjusted EBITDA to "Income before income taxes"

Corporate and Other (13.4) (12.9)

Transformation program (3.8) (6.9)

Acquisition and integration costs (2.9) (0.8)

Interest expense, net (6.6) (1.4)

Depreciation and amortization (14.2) (6.4)

Income before income taxes $ 2.8  $ 19.7

Segment Operating Adjusted EBITDA Margin 2026 2025 Change

Infrastructure Solutions 14.7  % 18.2  % (350)  bps

Materials Solutions 5.6  % 5.6  % —   bps

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

Astec Industries Inc.

Condensed Consolidated Balance Sheets

(In millions; unaudited)

March 31, 2026 December 31, 2025

Assets

Current assets:

Cash, cash equivalents and restricted cash $ 75.0  $ 72.0

Investments 1.9  2.1

Trade receivables, contract assets and other receivables, net 215.6  218.7

Inventories, net 469.8  466.0

Other current assets, net 57.2  57.8

Total current assets 819.5  816.6

Property, plant and equipment, net 238.5  222.3

Other long-term assets 370.9  328.3

Total assets $ 1,428.9  $ 1,367.2

Liabilities

Current liabilities:

Accounts payable $ 108.2  $ 93.5

Customer deposits 96.1  83.7

Other current liabilities 145.3  150.8

Total current liabilities 349.6  328.0

Long-term debt 365.5  319.6

Other long-term liabilities 35.7  38.0

Total equity 678.1  681.6

Total liabilities and equity $ 1,428.9  $ 1,367.2

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

Astec Industries Inc.

Condensed Consolidated Statements of Cash Flows

(In millions; unaudited)

Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net income $ 1.3  $ 14.3

Adjustments to reconcile net income to net cash provided by operating activities 20.7  13.3

Change in operating assets and liabilities 18.7  (7.1)

Net cash provided by operating activities 40.7  20.5

Cash flows from investing activities:

Acquisitions, net of cash acquired (67.9) —

Expenditures for property and equipment (8.1) (3.9)

Proceeds from sale of property and equipment 0.1  —

Proceeds from insurance 0.1  —

Purchase of investments (0.6) (0.4)

Sale of investments 0.2  0.1

Net cash used in investing activities (76.2) (4.2)

Cash flows from financing activities:

Payment of dividends (3.0) (2.9)

Proceeds from borrowings on credit facilities and bank loans 117.8  95.5

Repayments of borrowings on credit facilities and bank loans (73.2) (106.9)

Withholding tax paid upon vesting of share-based compensation awards (2.6) (0.7)

Net cash provided by (used in) financing activities 39.0  (15.0)

Effect of exchange rates on cash (0.5) 0.5

Increase in cash, cash equivalents and restricted cash 3.0  1.8

Cash, cash equivalents and restricted cash, beginning of period 72.0  90.8

Cash, cash equivalents and restricted cash, end of period $ 75.0  $ 92.6

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

We present certain non-GAAP information that can be useful in understanding our operating results and the performance of our core business. We use both GAAP and non-GAAP financial measures to establish internal budgets and targets and to evaluate financial performance against such budgets and targets.

Beginning with the announcement of results for the third quarter of 2025, we have excluded amortization of acquired intangibles from the presentation of Adjusted income from operations, Adjusted net income attributable to controlling interest and Adjusted EPS. We have adopted this change to remove the effect of non-cash charges that are not affected by operations in any particular period unless an intangible asset becomes impaired, or the useful life of an intangible asset is revised.

Additionally, beginning with the announcement of results for the first quarter of 2026, we have included the gain or loss on sale of property and equipment in the presentation of Adjusted income from operations, Adjusted net income attributable to controlling interest, Adjusted EPS and Adjusted EBITDA.

Prior periods have been updated to reflect these changes.

We exclude the costs and related tax effects, which are based on the statutory tax rate applicable to each respective item unless otherwise noted below, of the following items as we do not believe they are indicative of our core business operations:

•Transformation program - Incremental costs related to the execution of our ongoing strategic transformation initiatives which may include personnel costs, third-party consultant costs, duplicative systems usage fees, administrative costs, accelerated depreciation and amortization on certain long-lived assets and other similar type charges. Transformation program initiatives include our multi-year phased implementation of a standardized enterprise resource planning system. These costs are included in "Cost of sales" and "Selling, general and administrative expenses", as appropriate, in the Consolidated Statements of Operations.

•Restructuring and other related charges - Charges related to restructuring activities, to the extent that they are experienced, may include personnel termination actions and reorganization efforts to simplify and consolidate our operations. These costs are recorded in "Other operating gains, net" in the Consolidated Statements of Operations.

•Goodwill impairment - Goodwill impairment charges, to the extent that they are experienced, are recorded in "Goodwill impairment" in the Consolidated Statements of Operations.

•Asset impairment - Asset impairment charges, to the extent that they are experienced, are recorded in "Other operating gains, net" in the Consolidated Statements of Operations.

•Amortization of acquired intangible assets - Non-cash charges related to the amortization of acquired intangible assets. These costs are typically included in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

•Acquisition and integration costs - Costs associated with the pursuit of acquisition opportunities or the effected acquisition and integration of acquired businesses. These costs are typically included in "Cost of sales" and "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

Astec Industries Inc.

GAAP vs Non-GAAP Adjusted Income from Operations Reconciliations

(In millions, except percentage data; unaudited)

Three Months Ended March 31,

2026 2025

Net sales $ 396.3  $ 329.4

Income from operations $ 9.0  $ 20.5

Adjustments:

Transformation program 3.8  7.0

Amortization of acquired intangible assets 7.9  0.7

Acquisition and integration costs 2.9  0.8

Adjusted income from operations $ 23.6  $ 29.0

Adjusted operating margin 6.0  % 8.8  %

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

Astec Industries Inc.

GAAP vs Non-GAAP Adjusted EPS Reconciliations

(In millions, except per share amounts; unaudited)

Three Months Ended March 31,

2026 2025

Net income attributable to controlling interest $ 1.3  $ 14.3

Adjustments:

Transformation program 3.8  7.0

Amortization of acquired intangible assets 7.9  0.7

Acquisition and integration costs 2.9  0.8

Income tax impact of adjustments (3.4) (1.9)

Adjusted net income attributable to controlling interest $ 12.5  $ 20.9

Diluted EPS $ 0.06  $ 0.62

Adjustments:

Transformation program (a)

0.17  0.31

Amortization of acquired intangible assets 0.34  0.03

Acquisition and integration costs 0.12  0.03

Income tax impact of adjustments (0.15) (0.08)

Adjusted EPS $ 0.54  $ 0.91

(a) Calculation includes the impact of a rounding adjustment

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

Astec Industries Inc.

EBITDA and Adjusted EBITDA Reconciliations

(In millions, except percentage data; unaudited)

Three Months Ended March 31,

2026 2025

Net sales $ 396.3  $ 329.4

Net income attributable to controlling interest $ 1.3  $ 14.3

Interest expense, net 6.6  1.4

Depreciation and amortization 14.2  6.4

Income tax provision 1.5  5.4

EBITDA 23.6  27.5

EBITDA margin 6.0  % 8.3  %

Adjustments:

Transformation program 3.8  6.9

Acquisition and integration costs 2.9  0.8

Adjusted EBITDA $ 30.3  $ 35.2

Adjusted EBITDA margin 7.6  % 10.7  %

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

NEWS RELEASE

Astec Industries Inc.

Free Cash Flow Reconciliation

(In millions; unaudited)

Three Months Ended March 31,

2026 2025

Net cash provided by operating activities $ 40.7  $ 20.5

Expenditures for property and equipment (8.1) (3.9)

Free cash flow $ 32.6  $ 16.6

1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com

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Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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