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Form 8-K

sec.gov

8-K — Nine Energy Service, Inc.

Accession: 0001213900-26-117589

Filed: 2026-11-09

Period: 2026-11-09

CIK: 0001532286

SIC: 1389 (OIL, GAS FIELD SERVICES, NBC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0311379-8k_nine.htm (Primary)

EX-99.1 — NINE ENERGY SERVICE, INC. PRESS RELEASE DATED NOVEMBER 9, 2026 (ea031137901ex99-1.htm)

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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):

November 9, 2026

NINE ENERGY SERVICE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38347

80-0759121

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2001 Kirby Drive, Suite 200

Houston, Texas

77019

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (281) 730-5100

Not Applicable

(Former name or former address, if changed since last report)

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, par value $0.01 per share

NINE

NYSE American

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 November 9, 2026, Nine Energy Service, Inc.

issued a press release providing information on its results of operations and financial condition for the quarter ended September 30,

2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 and in Exhibit

99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into

any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such

filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Nine Energy Service, Inc. press release dated November 9, 2026.

104

Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

1

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.

Dated: November 9, 2026

NINE ENERGY SERVICE, INC.

By:

/s/ Adam Law

Adam Law

Executive Vice President and General Counsel

2

EX-99.1 — NINE ENERGY SERVICE, INC. PRESS RELEASE DATED NOVEMBER 9, 2026

EX-99.1

Filename: ea031137901ex99-1.htm · Sequence: 2

Exhibit

99.1

Nine

Energy Service Announces Third Quarter 2026 Results

● Revenue,

net loss and adjusted EBITDAA of $142.0 million, $(5.1) million and $8.3 million,

respectively, for the third quarter of 2026

● Cementing

revenue increased by 11% quarter over quarter

● Total

liquidity as of September 30, 2026 of $46.0 million

HOUSTON

– Nine Energy Service, Inc. (“Nine” or the “Company”) (NYSE American: NINE) reported third quarter

2026 revenues of $142.0 million, net loss of $(5.1) million, or $(0.36) per basic and diluted share, and adjusted EBITDA of $8.3 million.

“Our

third quarter financial results benefited from improving U.S. activity and stronger performance within Cementing, partially offset by

continued operating constraints in Coiled Tubing where one of our large-diameter units remained out of service, as well as lower international

Completion Tools activity compared with the second quarter due primarily to the timing of orders,” said Ann Fox, President and

Chief Executive Officer of Nine Energy Service.

“Cementing

delivered meaningful sequential improvement, supported by sustained customer demand, increased activity and continued market share gains.

Historically, Cementing has served as an early indicator of broader completion activity, and we remain encouraged by current trends and

the potential for improvement across our other completion-oriented businesses.”

“Based

on current market conditions, we expect the improvement in U.S. activity levels to continue into the fourth quarter of 2026, with our

cementing business positioned to benefit from sustained customer demand. Our large-diameter coiled tubing unit that remained out of service

during the third quarter may return to service in December.”

“The

pace of customer activity, the timing of the coiled tubing unit’s return, and the mix of product and service activity will continue

to influence our near-term performance. Based on these factors, we currently expect fourth quarter revenue to be flat, but profitability

to be modestly higher compared to the third quarter of 2026 due to a shift in revenue to our higher margin cementing and international

tools business.”

“Across

Nine, we remain focused on operational execution, technology development and cost discipline. We are encouraged by the stronger activity

and customer demand experienced in several areas of the business.”

Operating

Results

During

the third quarter of 2026, the Company reported revenues of $142.0 million, gross profit of $13.3 million and adjusted gross profitB

of $20.6 million.

During

the third quarter of 2026, the Company reported general and administrative (“G&A”) expense of $16.5 million. Depreciation

and amortization expense (“D&A”) in the third quarter of 2026 was $7.4 million.

The

Company’s tax provision for the third quarter was approximately $0.1 million, primarily attributed to state and non-U.S. jurisdictions.

Liquidity

and Capital Expenditures

During

the third quarter of 2026, the Company reported net cash provided by operating activities of $4.7 million. Capital expenditures totaled

$2.8 million during the third quarter of 2026 and $4.8 million during the second quarter of 2026. Capital expenditures totaled $1.9 million

for the period from January 1, 2026 through March 5, 2026 and $3.7 million for the period from March 6, 2026 through March 31, 2026.1

The Company’s full-year 2026 capital expenditures guidance remains unchanged at $20 to $30 million, with the expectation of coming

in near the midpoint of this range.

As

of September 30, 2026, Nine’s cash and cash equivalents were $16.1 million. As of September 30, 2026, the Company had $29.9 million

of availability under its revolving credit facility, resulting in a total liquidity position of $46.0 million as of September 30, 2026.

On September 30, 2026, the Company had $98.7 million of borrowings under its revolving credit facility.

ABSee

end of press release for definitions of these non-GAAP measures. These measures are intended to provide additional information only and

should not be considered as alternatives to, or more meaningful than, net income (loss), gross profit or any other measure determined

in accordance with GAAP. Certain items excluded from these measures are significant components in understanding and assessing a company’s

financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets.

Our computation of these measures may not be comparable to other similarly titled measures of other companies.

Conference

Call Information

The

call is scheduled for Tuesday, November 10, 2026, at 9:00 am Central Time. Participants may join the live conference call by dialing

U.S. (Toll Free): (877) 524-8416 or International: (412) 902-1028 and asking for the “Nine Energy Service Earnings Call”.

Participants are encouraged to dial into the conference call ten to fifteen minutes before the scheduled start time to avoid any delays

entering the earnings call.

For

those who cannot listen to the live call, a telephonic replay of the call will be available through November 24, 2026, and may be accessed

by dialing U.S. (Toll Free): (877) 660-6853 or International: (201) 612-7415 and enter passcode 13763046.

1

On

March 5, 2026 (the “Plan Effective Date”), the Company emerged from bankruptcy, and in connection therewith, the Company

applied fresh start accounting on such date. The application of fresh start accounting resulted in a new basis of accounting and the

Company becoming a new entity for financial reporting purposes, which is referred to as the “Successor.” The Company prior

to the application of fresh start account is referred to as the “Predecessor.” With the application of fresh start accounting,

the Company allocated its reorganization value to its individual assets based on their estimated fair value. The Plan Effective Date

fair values of the Successor’s assets and liabilities differ materially from their recorded values as reflected on the historical

balance sheet of the Predecessor. Accordingly, the Predecessor and Successor financial information are not comparable. For additional

information on the Company’s application of fresh start accounting, see Note 3 – Emergence from Bankruptcy in Item 1 of

Part I of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026.

2

About

Nine Energy Service

Nine

Energy Service is an oilfield services company that offers completion solutions within North America and abroad. The Company brings years

of experience with a deep commitment to serving clients with smarter, customized solutions and world-class resources that drive efficiencies.

Serving the global oil and gas industry, Nine continues to differentiate itself through superior service quality, wellsite execution

and cutting-edge technology. Nine is headquartered in Houston, Texas with operating facilities in the Permian, Eagle Ford, Haynesville,

SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and Canada.

For

more information on the Company, please visit Nine’s website at nineenergyservice.com.

Forward

Looking Statements

The

foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the

Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently

subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain

events or assumptions. Forward-looking statements included herein relate to, among other things, our strategy and prospects, future operations,

financial position and financial results, estimated future revenues and earnings. All forward-looking statements included herein are

based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those

forward-looking statements. Such risks and uncertainties include, among other things, the level of capital spending and well completions

by the onshore oil and natural gas industry, which may be affected by geopolitical and economic developments in the U.S. and globally,

including conflicts, instability, acts of war or terrorism in oil-producing countries or regions, particularly Iran and elsewhere in

the Middle East, Russia, South America and Africa, as well as actions by members of the Organization of the Petroleum Exporting Countries

and other oil-exporting nations; general economic conditions and inflation, particularly cost inflation with labor or materials; the

effects of tariffs and other trade measures on the Company’s business and on the onshore oil and natural gas industry generally;

equipment and supply chain constraints; the Company’s ability to attract and retain key employees, technical personnel and other

skilled and qualified workers; the Company’s ability to maintain existing prices or implement price increases on our products and

services; pricing pressures, reduced sales or reduced market share as a result of intense competition in the markets for the Company’s

dissolvable plug products; conditions inherent in the oilfield services industry, such as equipment defects, liabilities arising from

accidents or damage involving our fleet of trucks or other equipment, explosions and uncontrollable flows of gas or well fluids, and

loss of well control; the Company’s ability to implement and commercialize new technologies, services and tools; the Company’s

ability to grow its completion tool business domestically and internationally; our recent emergence from bankruptcy, which may adversely

affect our business and relationships; seasonal and adverse weather conditions; the adequacy of the Company’s capital resources

and liquidity, including the ability to meet its debt obligations; the Company’s ability to manage capital expenditures; the Company’s

ability to accurately predict customer demand, including that of its international customers; the loss of, or interruption or delay in

operations by, one or more significant customers, including certain of the Company’s customers outside of the United States; the

loss of or interruption in operations of one or more key suppliers; the incurrence of significant costs and liabilities resulting from

litigation; cybersecurity risks; changes in laws or regulations regarding issues of health, safety and protection of the environment;

and other factors described in the “Risk Factors” and “Business” sections of the Company’s most recently

filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned

not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the

Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements

to reflect future events or developments.

Nine

Energy Service Investor Contact:

Josh

Riley

Senior Vice President, Corporate Finance and Investor Relations

(281) 730-5100

investors@nineenergyservice.com

3

NINE

ENERGY SERVICE, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(In

Thousands, Except Share and Per Share Amounts)

(Unaudited)

Successor

Three Months Ended

September 30,

2026

June 30,

2026

Revenues

$ 142,005

$ 141,806

Cost and expenses

Cost of revenues (exclusive of depreciation and amortization shown separately below)

121,432

121,866

General and administrative expenses

16,452

15,609

Depreciation

7,242

7,038

Amortization of intangibles

205

205

Loss (gain) on sale of property and equipment

18

(23 )

Loss from operations

(3,344 )

(2,889 )

Interest expense

1,908

1,878

Interest income

(116 )

(99 )

Other income

(164 )

(162 )

Loss before income taxes

(4,972 )

(4,506 )

Provision for income taxes

112

384

Net loss

$ (5,084 )

$ (4,890 )

Loss per share

Basic

$ (0.36 )

$ (0.35 )

Diluted

$ (0.36 )

$ (0.35 )

Weighted average shares outstanding

Basic

13,949,990

13,949,990

Diluted

13,949,990

13,949,990

Other comprehensive loss (income), net of tax

Foreign currency translation adjustments, net of tax of $0 and $0

$ 130

$ (96 )

Total other comprehensive income (loss), net of tax

130

(96 )

Total comprehensive loss

$ (4,954 )

$ (4,986 )

4

NINE

ENERGY SERVICE, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

Thousands)

(Unaudited)

Successor

September 30,

2026

June 30,

2026

Assets

Current assets

Cash

and cash equivalents

$ 16,050

$ 16,849

Restricted

cash

1,404

1,400

Accounts

receivable, net

91,787

91,599

Inventories,

net

56,991

48,769

Prepaid

expenses

8,798

11,307

Other

current assets

1,551

1,375

Total

current assets

176,581

171,299

Property and equipment, net

102,131

106,572

Operating lease right of use

assets, net

27,888

30,293

Finance lease right of use

assets, net

70

36

Intangible assets, net

8,693

8,898

Other

long-term assets

577

557

Total

assets

$ 315,940

$ 317,655

Liabilities

and Stockholders’ Equity

Current liabilities

Accounts

payable

$ 46,249

$ 44,448

Accrued

expenses

16,142

13,927

Income

taxes payable

499

381

Current

portion of long-term debt

—

1,606

Current

portion of operating lease obligations

12,881

12,695

Current

portion of finance lease obligations

50

37

Total

current liabilities

75,821

73,094

Long-term liabilities

Long-term

debt

98,728

97,344

Long-term

operating lease obligations

14,610

17,188

Other

long-term liabilities

892

459

Total

liabilities

190,051

188,085

Stockholders’ equity

Successor common stock (70,000,000

shares authorized at $0.01 par value; 13,949,990 and 13,949,990 shares issued and outstanding at September 30, 2026 and June 30,

2026, respectively)

139

139

Additional

paid-in capital

136,911

135,638

Accumulated

other comprehensive income (loss)

66

(64 )

Accumulated

deficit

(11,227 )

(6,143 )

Total

stockholders’ equity

125,889

129,570

Total

liabilities and stockholders’ equity

$ 315,940

$ 317,655

5

NINE

ENERGY SERVICE, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In

Thousands)

(Unaudited)

Successor

Three

Months Ended

September 30,

2026

June 30,

2026

Cash flows from operating

activities

Net loss

$ (5,084 )

$ (4,890 )

Adjustments to reconcile net

loss to net cash provided by (used in) operating activities

Depreciation

7,242

7,038

Amortization of intangibles

205

205

Amortization

of deferred financing costs and non-cash interest

2,027

1,905

Amortization

of operating leases

3,664

3,618

Provision

for doubtful accounts

223

4

Provision

for inventory obsolescence

91

203

Stock-based

compensation expense

1,273

573

Loss

(gain) on sale of property and equipment

18

(23 )

Changes

in operating assets and liabilities, net of effects from acquisitions

Accounts

receivable, net

(396 )

(3,343 )

Inventories,

net

(8,266 )

1,554

Prepaid

expenses and other current assets

2,335

1,488

Accounts

payable and accrued expenses

5,165

(7,426 )

Income

taxes receivable/payable

113

13

Operating

lease obligations

(3,667 )

(3,606 )

Other

assets and liabilities

(230 )

391

Net

cash provided by (used in) operating activities

4,713

(2,296 )

Cash flows

from investing activities

Proceeds from sales of property

and equipment

—

182

Purchases

of property and equipment

(3,958 )

(4,057 )

Net

cash used in investing activities

(3,958 )

(3,875 )

Cash flows

from financing activities

Proceeds from Exit ABL Facility

—

5,000

Payments of short-term debt

(1,606 )

(2,372 )

Principal

payments on finance leases

(27 )

(13 )

Net

cash provided by (used in) financing activities

(1,633 )

2,615

Impact

of foreign currency exchange on cash

83

(60 )

Net decrease in cash, cash

equivalents, and restricted cash

(795 )

(3,616 )

Cash, cash

equivalents, and restricted cash

Beginning of period

18,249

21,865

End of period

$ 17,454

$ 18,249

6

NINE

ENERGY SERVICE, INC.

RECONCILIATION

OF ADJUSTED EBITDA

(In

Thousands)

(Unaudited)

Successor

Three

Months Ended

September 30,

2026

June

30,

2026

Net loss

$ (5,084 )

$ (4,890 )

Interest expense

1,908

1,878

Interest income

(116 )

(99 )

Depreciation

7,242

7,038

Amortization of intangibles

205

205

Provision

for income taxes

112

384

EBITDA

$ 4,267

$ 4,516

Restructuring charges and

other expenses (1)

1,921

2,714

Stock-based compensation

1,273

573

Cash award expense

798

814

Loss

(gain) on sale of property and equipment

18

(23 )

Adjusted

EBITDA

$ 8,277

$ 8,594

(1) For

the three months ended September 30, 2026 and June 30, 2026, amounts relate to professional

fees incurred after the Plan Effective Date in relation to the Chapter 11 Cases as well as

other costs associated with restructuring initiatives.

7

NINE

ENERGY SERVICE, INC.

RECONCILIATION

OF ADJUSTED GROSS PROFIT (LOSS)

(In

Thousands)

(Unaudited)

Successor

Three

Months Ended

September 30,

2026

June

30,

2026

Calculation of gross profit:

Revenues

$ 142,005

$ 141,806

Cost

of revenues (exclusive of depreciation and amortization shown separately

below)

121,432

121,866

Depreciation (related to cost

of revenues)

7,100

6,901

Amortization of intangibles

205

205

Gross

profit

$ 13,268

$ 12,834

Adjusted

gross profit reconciliation:

Gross profit

$ 13,268

$ 12,834

Depreciation (related to cost

of revenues)

7,100

6,901

Amortization of intangibles

205

205

Adjusted

gross profit

$ 20,573

$ 19,940

8

A Adjusted

EBITDA is defined as EBITDA (which is net income (loss) before interest, taxes, and depreciation

and amortization) further adjusted for (i) goodwill, intangible asset, and/or property and

equipment impairment charges, (ii) transaction and integration costs related to acquisitions,

(iii) loss or gain on revaluation of contingent liabilities, (iv) loss or gain on the extinguishment

of debt, (v) loss or gain on the sale of subsidiaries, (vi) restructuring charges, (vii)

stock-based compensation and certain cash award expense, (viii) loss or gain on sale of property

and equipment, and (ix) other expenses or charges to exclude certain items which we believe

are not reflective of ongoing performance of our business, such as legal expenses and settlement

costs related to litigation outside the ordinary course of business. Management believes

adjusted EBITDA provides useful information to us and our investors regarding our financial

condition and results of operations because it allows us and them to more effectively evaluate

our operating performance and compare the results of our operations from period to period

without regard to our financing methods or capital structure and helps identify underlying

trends in our operations that could otherwise be distorted by the effect of impairments,

acquisitions and dispositions and costs that are not reflective of the ongoing performance

of our business.

B Adjusted

gross profit (loss) is defined as revenues less cost of revenues excluding depreciation and

amortization. This measure differs from the GAAP definition of gross profit (loss) because

we do not include the impact of depreciation and amortization, which represent non-cash expenses.

Management believes adjusted gross profit (loss) provides useful information to us and our

investors regarding our financial condition and results of operation and helps management

evaluate our operating performance by eliminating the impact of depreciation and amortization,

which we do not consider indicative of our core operating performance.

9

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Name Exchange Act

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-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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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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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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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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-Publisher SEC

-Name Exchange Act

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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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-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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 Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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 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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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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