Form 8-K

8-K — Energy Recovery, Inc.

Accession: 0001421517-26-000082

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001421517

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — erii-20260805.htm (Primary)

EX-99.1 (ex991earningsrelease2026-q2.htm)

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8-K

8-K (Primary)

Filename: erii-20260805.htm · Sequence: 1

erii-20260805

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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): August 5, 2026

Energy Recovery, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-34112

01-0616867

(State or Other Jurisdiction of Incorporation) (Commission File Number)

(I.R.S. Employer Identification No.)

1717 Doolittle Dr., San Leandro, CA 94577

(Address of Principal Executive Offices) (Zip Code)

510-483-7370

(Registrant’s telephone number, including area code)

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 Name of each exchange on which registered

Common Stock, $0.001 par value per share ERII 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 August 5, 2026, Energy Recovery, Inc. (the “Company”) issued an earnings press release announcing its financial results for the second quarter and six months ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and 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, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

99.1

Press release of Energy Recovery, Inc., dated August 5, 2026, to report its financial results for the second quarter and six months ended June 30, 2026.

SIGNATURE

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.

Date: August 5, 2026

Energy Recovery, Inc.

By: /s/ William Yeung

William Yeung

Chief Legal Officer

EX-99.1

Filename: ex991earningsrelease2026-q2.htm · Sequence: 2

Document

Exhibit 99.1

Energy Recovery Reports its Second Quarter 2026 Financial Results

SAN LEANDRO, Calif. - August 5, 2026 – Energy Recovery, Inc. (Nasdaq:ERII) (“Energy Recovery”, “Company”, “we”, and “our”) today announced its financial results for the second quarter and six months ended June 30, 2026. Management has released a letter to shareholders reviewing business and financial updates from the second quarter and discussing our outlook for 2026. This letter is located under “News and Events” in the “Investors” section on the Energy Recovery website (https://ir.energyrecovery.com/news-events/shareholder-letters).

Second Quarter Highlights

•Revenue of $12.0 million, a decrease of $16.1 million, as compared to Q2’2025.

•Gross margin of 74.7%, as compared to gross margin of 64.0% in Q2’2025 primarily due to to indirect manufacturing costs and channel mix, partially offset by lower volume.

•Operating expenses of $14.8 million, a decrease of 10.0%, as compared to Q2’2025, primarily due to lower employee compensation costs, including stock-based compensation expense, and lower consulting costs, partially offset by restructuring charges incurred in Q2’2026.

•Loss from operations of $5.9 million, a decrease of $7.4 million as compared to income from operations of $1.5 million during Q2’2025, due primarily to lower revenue due to the war in Iran.

•Net loss of $3.2 million and adjusted EBITDA(1) loss of $2.6 million.

•Cash and investments of $98.1 million, which includes cash, cash equivalents, and short- and long-term investments.

Financial Highlights

Quarter to Date Year to Date

Q2’2026

Q2’2025

vs. Q2’2025 2026 2025 2026 vs. 2025

(In millions, except net income (loss) per share, percentages and basis points)

Revenue $12.0 $28.1 down 57% $21.7 $36.1 down 40%

Gross margin 74.7% 64.0% up 1070 bps 53.7% 62.1% down 840 bps

Operating margin (49.0%) 5.3% NM (95.6%) (30.7%) NM

Net income (loss) ($3.2) $2.1 down 256% ($15.4) ($7.8) down 97%

Diluted earnings (loss) per share ($0.06) $0.04 down $0.10 ($0.30) ($0.14) down $0.16

Effective tax rate 19.1% 14.0%

Cash provided by operations $16.3 $4.1 $37.3 $14.8

Non-GAAP Financial Highlights (1)

Quarter to Date Year to Date

Q2’2026

Q2’2025

vs. Q2’2025 2026 2025 2026 vs. 2025

(In millions, except adjusted net income (loss) per share, percentages and basis points)

Adjusted operating margin (30.4%) 12.2% down 4260 bps (54.0%) (17.4%) NM

Adjusted net income (loss) ($1.4) $3.7 down 136% ($7.1) ($3.3) down 116%

Adjusted earnings (loss) per share ($0.03) $0.07 down $0.10 ($0.14) ($0.06) down $0.08

Adjusted EBITDA ($2.6) $4.4 ($9.7) ($4.4)

Free cash flow $15.4 $4.0 $35.7 $14.5

(1)Refer to the sections “Use of Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP Financial Measures” for definitions of our non-GAAP financial measures and reconciliations of GAAP to non-GAAP amounts, respectively.

NM Not Meaningful

Forward-Looking Statements

Certain matters discussed in this press release and on the conference call are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates, or projections and are not guarantees of future events or results. Potential risks and uncertainties include risks relating to the future demand for the Company’s products, risks relating to performance by our customers and third-party partners, risks relating to the timing of revenue, and any other factors that may have been discussed herein regarding the risks and uncertainties of the Company’s business, and the risks discussed under “Risk Factors” in the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) for the year ended December 31, 2025, as well as other reports filed by the Company with the SEC from time to time. Because such forward-looking statements involve risks and uncertainties, the Company’s actual results may differ materially from the predictions in these forward-looking statements. All forward-looking statements are made as of today, and the Company assumes no obligation to update such statements.

Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures, including adjusted operating margin, adjusted net income (loss), adjusted earnings (loss) per share, adjusted EBITDA and free cash flow. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States of America, or GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions, and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. The Company believes these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.

Notes to the Financial Results

•Adjusted operating margin is a non-GAAP financial measure that the Company defines as income (loss) from operations which excludes i) stock-based compensation; ii) restructuring charges, iii) restructuring - inventory reserve, iv) impairment of long-lived assets, and v) impairment of goodwill, divided by revenues.

•Adjusted net income (loss) is a non-GAAP financial measure that the Company defines as net income (loss) which excludes i) stock-based compensation; ii) restructuring charges; iii) restructuring - inventory reserve, iv) impairment of long-lived assets; v) impairment of goodwill and vi) the applicable tax effect of the excluded items including the stock-based compensation discrete tax item.

•Adjusted earnings (loss) per share is a non-GAAP financial measure that the Company defines as net income (loss), which excludes i) stock-based compensation; ii) restructuring charges; iii) restructuring - inventory reserve, iv) impairment of long-lived assets; v) impairment of goodwill and vi) the applicable tax effect of the excluded items including the stock-based compensation discrete tax item, divided by basic shares outstanding.

•Adjusted EBITDA is a non-GAAP financial measure that the Company defines as net income (loss) which excludes i) depreciation and amortization; ii) stock-based compensation; iii) restructuring charges; iv) restructuring - inventory reserve, v) impairment of long-lived assets; vi) impairment of goodwill vii) other income, net, such as interest income and other non-operating income (expense), net; and viii) provision for (benefit from) income taxes.

•Free cash flow is a non-GAAP financial measure that the Company defines as net cash provided by operating activities less capital expenditures.

Conference Call to Discuss Financial Results

LIVE CONFERENCE Q&A CALL:

Wednesday, August 5, 2026, 2:00 PM PT / 5:00 PM ET

US / Canada Toll-Free: +1 (877) 709-8150

Local / International Toll: +1 (201) 689-8354

CONFERENCE Q&A CALL REPLAY:

Available approximately three hours after conclusion of the live call.

Expiration: Saturday, September 5, 2026

US / Canada Toll-Free: +1 (877) 660-6853

Local / International Toll: +1 (201) 612-7415

Access code: 13760218

Investors may also access the live call and the replay over the internet on the “Events” page of the Company’s website located at https://ir.energyrecovery.com/news-events/ir-calendar.

Disclosure Information

Energy Recovery uses the investor relations section on its website as means of complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Energy Recovery’s investor relations website in addition to following Energy Recovery’s press releases, SEC filings, and public conference calls and webcasts.

About Energy Recovery

Energy Recovery (Nasdaq: ERII) designs and manufactures world-class energy-saving technology for critical infrastructure that communities rely on every day, driving a more resilient and sustainable future. Grounded in more than 30 years of leadership in the desalination industry, today we use our proprietary pressure exchanger technology to help customers in multiple industries improve their operations and lower their emissions. Headquartered in the San Francisco Bay Area, we operate manufacturing and R&D facilities throughout California, with sales and on-site technical support available globally. For more information, please visit www.energyrecovery.com

Contact

Investor Relations

ir@energyrecovery.com

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30,

2026 December 31,

2025

(In thousands)

ASSETS

Cash, cash equivalents and investments $ 98,074 $ 83,283

Accounts receivable and contract assets 14,237 78,286

Inventories, net 38,242 24,260

Prepaid expenses and other assets 3,888 3,416

Property, equipment and operating leases 19,298 20,635

Goodwill 11,128 12,790

Deferred tax assets and other assets 12,869 8,844

TOTAL ASSETS $ 197,736 $ 231,514

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities

Accounts payable, accrued expenses, and other liabilities, current $ 14,791 $ 13,784

Contract liabilities and other liabilities, non-current 2,234 2,109

Lease liabilities 8,233 9,429

Total liabilities 25,258 25,322

Stockholders’ equity 172,478 206,192

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 197,736 $ 231,514

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands, except per share data)

Revenue $ 11,996 $ 28,051 $ 21,702 $ 36,116

Cost of revenue 3,039 10,097 8,411 13,704

Restructuring - inventory reserve — — 1,632 —

Gross profit 8,957 17,954 11,659 22,412

Operating expenses

General and administrative 6,801 7,669 13,256 16,243

Sales and marketing 4,336 5,360 9,455 10,266

Research and development 2,849 3,451 5,638 6,452

Restructuring charges 855 — 2,391 539

Impairment of goodwill — — 1,662 —

Total operating expenses 14,841 16,480 32,402 33,500

Income (loss) from operations (5,884) 1,474 (20,743) (11,088)

Other income, net 802 914 1,635 1,993

Income (loss) before income taxes (5,082) 2,388 (19,108) (9,095)

Provision for (benefit from) income taxes (1,884) 334 (3,659) (1,269)

Net income (loss) $ (3,198) $ 2,054 $ (15,449) $ (7,826)

Net income (loss) per share

Basic $ (0.06) $ 0.04 $ (0.30) $ (0.14)

Diluted $ (0.06) $ 0.04 $ (0.30) $ (0.14)

Number of shares used in per share calculations

Basic 51,463 54,257 52,058 54,578

Diluted 51,463 54,486 52,058 54,578

ENERGY RECOVERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

2026 2025

(In thousands)

Cash flows from operating activities:

Net loss $ (15,449) $ (7,826)

Non-cash adjustments 4,979 4,706

Net cash provided by operating assets and liabilities 47,813 17,944

Net cash provided by operating activities 37,343 14,824

Cash flows from investing activities:

Net investment in marketable securities (1,303) 33,882

Capital expenditures (1,689) (326)

Proceeds from sales of fixed assets 13 10

Net cash (used in) provided by investing activities (2,979) 33,566

Cash flows from financing activities:

Net proceeds from issuance of common stock 132 1,459

Tax payment for employee shares withheld (682) (476)

Repurchase of common stock and net excise tax activity (20,432) (22,009)

Net cash used in financing activities (20,982) (21,026)

Effect of exchange rate differences (20) 60

Net change in cash, cash equivalents and restricted cash $ 13,362 $ 27,424

Cash, cash equivalents and restricted cash, end of period $ 61,438 $ 57,181

ENERGY RECOVERY, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Unaudited)

Channel Revenue

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 vs. 2025 2026 2025 vs. 2025

(In thousands, except percentages)

Original equipment manufacturer $ 5,178 $ 8,357 down 38% $ 11,766 $ 12,358 down 5%

Aftermarket 4,112 4,892 down 16% 6,866 8,920 down 23%

Megaproject 2,706 14,802 down 82% 3,070 14,838 down 79%

Total revenue $ 11,996 $ 28,051 down 57% $ 21,702 $ 36,116 down 40%

Segment Activity

Three Months Ended June 30,

2026 2025

Desalination Wastewater Corporate and Other Total Desalination Wastewater Corporate and Other Total

(In thousands)

Revenue $ 11,483 $ 513 $ — $ 11,996 $ 25,500 $ 2,339 $ 212 $ 28,051

Cost of revenue 2,781 258 — 3,039 9,259 667 171 10,097

Restructuring - inventory reserve — — — — — — — —

Gross profit 8,702 255 — 8,957 16,241 1,672 41 17,954

Operating expenses

General and administrative 1,025 872 4,904 6,801 788 535 6,346 7,669

Sales and marketing 2,453 1,209 674 4,336 2,183 1,097 2,080 5,360

Research and development 2,391 262 196 2,849 1,370 234 1,847 3,451

Restructuring charges — — 855 855 — — — —

Total operating expenses 5,869 2,343 6,629 14,841 4,341 1,866 10,273 16,480

Operating income (loss) $ 2,833 $ (2,088) $ (6,629) (5,884) $ 11,900 $ (194) $ (10,232) 1,474

Other income, net 802 914

Income (loss) before income taxes $ (5,082) $ 2,388

Six Months Ended June 30,

2026 2025

Desalination Wastewater Corporate and Other Total Desalination Wastewater Corporate and Other Total

(In thousands)

Revenue $ 20,390 $ 1,114 $ 198 $ 21,702 $ 33,259 $ 2,644 $ 213 $ 36,116

Cost of revenue 7,723 628 60 8,411 12,641 846 217 13,704

Restructuring - inventory reserve — — 1,632 1,632 — — — —

Gross profit (loss) 12,667 486 (1,494) 11,659 20,618 1,798 (4) 22,412

Operating expenses

General and administrative 1,781 1,853 9,622 13,256 1,633 1,263 13,347 16,243

Sales and marketing 4,938 2,372 2,145 9,455 4,291 2,134 3,841 10,266

Research and development 4,007 398 1,233 5,638 2,219 563 3,670 6,452

Restructuring charges 335 18 2,038 2,391 107 103 329 539

Impairment of goodwill — — 1,662 1,662 — — — —

Total operating expenses 11,061 4,641 16,700 32,402 8,250 4,063 21,187 33,500

Operating income (loss) $ 1,606 $ (4,155) $ (18,194) (20,743) $ 12,368 $ (2,265) $ (21,191) (11,088)

Other income, net 1,635 1,993

Income before income taxes $ (19,108) $ (9,095)

Stock-based Compensation

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

Stock-based compensation expense charged to:

Cost of revenue $ 145 $ 148 $ 243 $ 296

General and administrative 429 728 1,398 1,598

Sales and marketing 582 701 1,253 1,380

Research and development 230 359 455 625

Total stock-based compensation expense $ 1,386 $ 1,936 $ 3,349 $ 3,899

ENERGY RECOVERY, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (1)

(Unaudited)

This press release includes certain non-GAAP financial information because we plan and manage our business using such information. The following table reconciles the GAAP financial information to the non-GAAP financial information.

Quarter to Date Year to Date

Q2'2026 Q2'2025 Q2'2026 Q2'2025

(In millions, except shares, per share and percentages)

Operating margin

(49.0) % 5.3 % (95.6) % (30.7) %

Stock-based compensation 11.6 6.9 15.4 10.8

Restructuring charges 7.1 — 11.0 1.5

Impairment of long-lived assets — — — 1.0

Restructuring - inventory reserve — — 7.5 —

Impairment of goodwill — — 7.7 —

Adjusted operating margin

(30.4) % 12.2 % (54.0) % (17.4) %

Net income (loss)

$ (3.2) $ 2.1 $ (15.4) $ (7.8)

Stock-based compensation

1.4 1.9 3.3 3.9

Restructuring charges (2)

0.5 — 2.1 0.5

Impairment of long-lived assets (2)

— — — 0.3

Restructuring - inventory reserve(2)

— — 1.4 —

Impairment of goodwill (2)

— — 1.4 —

Stock-based compensation discrete tax item (0.1) (0.3) 0.1 (0.2)

Adjusted net income (loss)

$ (1.4) $ 3.7 $ (7.1) $ (3.3)

Net income (loss) per share

$ (0.06) $ 0.04 $ (0.30) $ (0.14)

Adjustments to net income (loss) per share (3)

0.03 0.03 0.16 0.08

Adjusted earnings (loss) per share

$ (0.03) $ 0.07 $ (0.14) $ (0.06)

Net income (loss)

$ (3.2) $ 2.1 $ (15.4) $ (7.8)

Stock-based compensation 1.4 1.9 3.3 3.9

Depreciation and amortization 1.0 0.9 2.0 1.9

Restructuring charges 0.9 — 2.4 0.5

Impairment of long-lived assets — — — 0.4

Restructuring - inventory reserve — — 1.6 —

Impairment of goodwill — — 1.7 —

Other income, net

(0.8) (0.9) (1.6) (2.0)

Provision for (benefit from) income taxes (1.9) 0.3 (3.7) (1.3)

Adjusted EBITDA

$ (2.6) $ 4.4 $ (9.7) $ (4.4)

Free cash flow

Net cash provided by operating activities $ 16.3 $ 4.1 $ 37.3 $ 14.8

Capital expenditures (0.9) (0.1) (1.7) (0.3)

Free cash flow $ 15.4 $ 4.0 $ 35.7 $ 14.5

(1)Amounts may not total due to rounding.

(2)Amounts presented are net of tax.

(3)Refer to the sections “Use of Non-GAAP Financial Measures” for description of items included in adjustments.

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- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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