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Form 8-K

sec.gov

8-K — ORTHOPEDIATRICS CORP

Accession: 0001425450-26-000032

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001425450

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — kids-20260430.htm (Primary)

EX-99.1 (kidsq12026earningsrelease.htm)

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8-K

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0001425450FALSE00014254502023-05-012023-05-01

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): April 30, 2026

OrthoPediatrics Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-38242 26-1761833

(Commission File Number) (I.R.S. Employer Identification Number)

2850 Frontier Drive

Warsaw, Indiana

46582

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (574) 268-6379

Not Applicable

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

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, $0.00025 par value per share KIDS Nasdaq Global Market

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 April 30, 2026, OrthoPediatrics Corp. issued a press release announcing its earnings for the quarter ended March 31, 2026 and making other disclosures. The press release (including the accompanying unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2026, and other financial data) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including the information incorporated by reference herein from Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release dated April 30, 2026 issued by OrthoPediatrics Corp.

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

* * * * * *

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.

OrthoPediatrics Corp.

Date:   April 30, 2026 By: /s/ Daniel J. Gerritzen

Daniel J. Gerritzen,

General Counsel and Secretary

- 2 -

EX-99.1

EX-99.1

Filename: kidsq12026earningsrelease.htm · Sequence: 2

Document

OrthoPediatrics Corp. Reports First Quarter 2026 Financial Results and Increases 2026 Financial Guidance

First Quarter 2026 Revenue Increased 13% Year-over-Year

WARSAW, Ind., April 30, 2026 -- OrthoPediatrics Corp. (“OrthoPediatrics” or the “Company”) (Nasdaq: KIDS), a company focused exclusively on advancing the field of pediatric orthopedics, today announced its financial results for the first quarter ended March 31, 2026.

First Quarter 2026 and Business Highlights

•Helped a record of over 45,000 children in the first quarter of 2026

•Generated total revenue of $59.4 million for the first quarter of 2026, up 13% from $52.4 million in the first quarter of 2025; domestic revenue increased 11% and international revenue increased 22% in the quarter

•Grew worldwide Trauma & Deformity revenue 14% and worldwide Scoliosis revenue 13% in the first quarter of 2026 compared to the first quarter of 2025

•Achieved adjusted EBITDA of $2.2 million in the first quarter of 2026, compared to ($0.4) million in the first quarter of 2025

•Reduced first quarter 2026 free cash flow usage by 40% as compared to the same period in the prior year

•Increased full year 2026 revenue guidance to $263.0 million to $267.0 million from its prior range of $262.0 million to $266.0 million, representing growth of 11% to 13% compared to prior year

David Bailey, President & CEO of OrthoPediatrics, commented, “We delivered a strong start to 2026 with 13% first quarter revenue growth and significant improvement in adjusted EBITDA and free cash flow, reflecting solid execution across the business. Momentum built throughout the quarter and was driven by broad-based strength, including robust international performance and OPSB growth supported by new products and clinic expansion. We are successfully scaling OPSB, taking share in our surgical business, and advancing innovative product launches, while improving profitability and remaining on track to meet our adjusted EBITDA goals. Looking ahead, we are entering a highly compelling phase, underpinned by a multi-year product super cycle expected to drive higher ASPs, margin expansion, and improved returns, while enhancing our ability to deepen hospital partnerships, and strengthen our leadership in pediatric care.”

First Quarter 2026 Financial Results

Total revenue for the first quarter of 2026 was $59.4 million, a 13% increase compared to $52.4 million for the same period last year. U.S. revenue for the first quarter of 2026 was $45.3 million, an 11% increase compared to $40.9 million for the same period last year, representing 76% of total revenue. The increase in revenue in the first quarter of 2026 was driven primarily by organic growth in Trauma and Deformity, Scoliosis and OPSB products. International revenue for the first quarter of 2026 was $14.1 million, a 22% increase compared to $11.5 million for the same period last year, representing 24% of total revenue. Growth in the quarter was primarily driven by increased procedure volumes and limited set sales.

Trauma and Deformity revenue for the first quarter of 2026 was $43.0 million, a 14% increase compared to $37.9 million for the same period last year. This growth was driven primarily by Trauma, Pega products, Ex-Fix, and OPSB. Scoliosis revenue was $15.4 million, a 13% increase compared to $13.7 million for the first quarter of 2025. The growth was driven by increased sales of Response and VerteGlide systems, and revenue generated from 7D technology. Sports Medicine/Other revenue for the first quarter of 2026 was $0.9 million, which stayed consistent year over year.

Gross profit for the first quarter of 2026 was $43.4 million, a 13% increase compared to $38.3 million for the same period last year. Gross profit margin for the first quarter of 2026 was 73%, which stayed consistent year over year.

Total operating expenses for the first quarter of 2026 were $51.7 million, a 5% increase compared to $49.2 million for the same period last year. The increase was mainly driven by the incremental personnel required to support the ongoing growth of the Company, including increased non-cash stock compensation.

Sales and marketing expenses increased $1.9 million, or 11%, to $18.5 million in the first quarter of 2026. The increase was driven primarily by increased sales commission expenses and an overall increase in volume of units sold.

Research and development expenses decreased $0.1 million, or 5%, to $2.2 million in the first quarter of 2026. The decrease was driven primarily due to the timing of product development during the first quarter of 2026.

General and administrative expenses increased $0.7 million, or 2%, to $31.0 million in the first quarter of 2026. The increase was primarily due to the additional personnel supporting clinic expansions and small-scale acquisitions, partially offset by savings being realized from prior restructuring actions.

Total other expense was $2.5 million for the first quarter of 2026, compared to other income of $0.5 million for the same period last year. The increase was primarily driven by a decrease in foreign exchange gain.

Net loss for the first quarter of 2026 was $10.7 million, compared to $10.7 million for the same period last year. Net loss per share for the period was $0.45 per basic and diluted share, compared to $0.46 per basic and diluted share for the same period last year.

Adjusted EBITDA for the first quarter of 2026 was $2.2 million as compared to a loss of $0.4 million for the first quarter of 2025.

Weighted average basic and diluted shares outstanding for the three months ended March 31, 2026, was 23,685,055 shares.

As of March 31, 2026, cash, cash equivalents, short-term investments and restricted cash were $50.9 million compared to $62.9 million as of December 31, 2025. Free cash flow used in the first quarter of 2026 was $5.0 million, a 40% improvement as compared to $8.4 million used in the first quarter of 2025. Increased adjusted EBITDA, lower sets deployed and improved working capital metrics all contributed to the year over year improvement.

Full Year 2026 Financial Guidance

For the full year of 2026, the Company increasing its revenue guidance of $263.0 million to $267.0 million from its prior range of $262.0 million to $266.0 million, representing growth of 11% to 13% over 2025 revenue. The Company reiterated it expects annual set deployment to be approximately $10.0 million and expects to generate approximately $25.0 million of adjusted EBITDA for full year 2026, and breakeven free cash flow in 2026.

Conference Call

OrthoPediatrics will host a conference call on Thursday, April 30, 2026, at 4:30 p.m. ET to discuss the results. Investors interested in listening to the conference call may do so by accessing a live and archived webcast of the

event at www.orthopediatrics.com, on the Investors page in the Events & Presentations section. The webcast will be available for replay for at least 90 days after the event.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of U.S. federal securities laws. You

can identify forward-looking statements by the use of words such as "may," "might," "will," "should," "expect,"

"plan," "anticipate," "could," "believe," "estimate," "project," "target," "predict," "intend," "future," "goals," "potential,” "objective," "would" and other similar expressions. Forward-looking statements involve risks and uncertainties, many of which are beyond OrthoPediatrics’ control. Important factors could cause actual results to differ materially from those in the forward-looking statements, including, among others: the risks related to widespread health emergencies, such as COVID-19 and respiratory syncytial virus, the impact such pandemics, epidemics and infectious disease outbreaks may have on the demand for our products, and our ability to respond to the related challenges; and the risks, uncertainties and factors set forth under "Risk Factors" in OrthoPediatrics’ Annual Report on Form 10-K filed with the SEC on March 4, 2026, as updated and supplemented by our other SEC reports filed from time to time. Forward-looking statements speak only as of the date they are made. OrthoPediatrics assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable securities laws.

Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures, such as free cash flow, adjusted diluted (loss) earnings per share and Adjusted EBITDA, which differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Free cash flow, which we reconcile to "Net cash used in operating activities" is cash flow from operations increased by "Capital expenditures". Adjusted loss per share in this press release represents diluted loss per share on a GAAP basis, plus the accreted interest attributable to acquisition installment payables, restructuring charges, tariffs, European Union Medical Device Regulation fees increase, acquisition related costs, and minimum purchase commitment costs. We believe that providing the non-GAAP diluted loss per share excluding these expenses, as well as the GAAP measures, assists our investors because such expenses are not reflective of our ongoing operating results. Adjusted EBITDA in this release represents net loss, plus interest expense, net plus other income, income tax charge (benefit), depreciation and amortization, stock-based compensation expense, restructuring charges, European Union Medical Device Regulation fees increase, acquisition related costs, and the cost of minimum purchase commitments. The fair value adjustment of contingent consideration is associated with our estimates of the value of earn-outs in connection with certain acquisitions. The Company believes the non-GAAP measures provided in this earnings release enable it to further and more consistently analyze the period-to-period financial performance of its core business operating performance. Management uses these metrics as a measure of the Company’s operating performance and for planning purposes, including financial projections. The Company believes these measures are useful to investors as supplemental information because they are frequently used by analysts, investors and other interested parties to evaluate companies in its industry. Free cash flow is a non-GAAP financial measure and has limitations because it does not represent the cash flow available for management's use as it does not reflect capital expenditures which will likely recur in the future. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to, or superior to, net income or loss as a measure of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and it should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, the measure is not intended to be a measure of free cash flow for management’s discretionary use, as it does not reflect certain cash requirements such as debt service requirements, capital expenditures and other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and other potential cash requirements. In evaluating these non-GAAP measures, you should be aware that in the future the Company may incur expenses that are the same or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP free cash flow, diluted loss per share or Adjusted EBITDA should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using these adjusted measures on a supplemental basis. The Company’s

definition of these measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation. The schedules below contain reconciliations of Net cash used in operating activities to Free cash flow (Non-GAAP), GAAP diluted loss per share to non-GAAP diluted loss per share and net loss to non-GAAP Adjusted EBITDA.

About OrthoPediatrics Corp.

Founded in 2006, OrthoPediatrics is an orthopedic company focused exclusively on advancing the field of pediatric orthopedics. As such it has developed the most comprehensive product offering to the pediatric orthopedic market to improve the lives of children with orthopedic conditions. OrthoPediatrics currently markets nearly 90 systems that serve three of the largest categories within the pediatric orthopedic market. This product offering spans trauma and deformity, scoliosis, and sports medicine/other procedures. OrthoPediatrics’ global sales organization is focused exclusively on pediatric orthopedics and distributes its products in the United States and over 75 countries outside the United States. For more information, please visit www.orthopediatrics.com.

Investor Contact

Philip Trip Taylor

Gilmartin Group

philip@gilmartinir.com

415-937-5406

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (In Thousands, Except Share Data)

March 31, 2026 December 31, 2025

ASSETS

Current assets:

Cash

$ 12,193  $ 19,556

Restricted cash 2,052  2,064

Short-term investments 36,616  41,295

Accounts receivable - trade, net of allowances of $1,615 and $1,145, respectively

54,430  53,838

Inventories, net

134,021  133,790

Prepaid expenses and other current assets

6,554  5,876

Total current assets

245,866  256,419

Property and equipment, net 48,554  49,555

Other assets:

Amortizable intangible assets, net 63,802  64,802

Goodwill

115,173  109,269

Other intangible assets

12,914  12,909

Other non-current assets

15,881  15,676

Total other assets

207,770  202,656

Total assets $ 502,190  $ 508,630

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable - trade

$ 19,701  $ 18,786

Accrued compensation and benefits

12,768  13,693

Current portion of long-term debt with affiliate

172  170

Current portion of acquisition installment payable

2,758  2,194

Other current liabilities

11,784  11,354

Total current liabilities

47,183  46,197

Long-term liabilities:

Long-term loan

48,312  48,189

Long-term convertible note

48,644  48,486

Long-term debt with affiliate, net of current portion

240  283

Other long-term debt, net of current portion 3,191  2,862

Acquisition installment payable, net of current portion

2,961  2,898

Deferred income taxes 3,355  3,582

Other long-term liabilities 9,592  9,537

Total long-term liabilities

116,295  115,837

Total liabilities 163,478  162,034

Stockholders' equity:

Common stock, $0.00025 par value; 50,000,000 shares authorized; 25,604,900 shares and 25,093,792 shares issued as of March 31, 2026 and December 31, 2025, respectively

6  6

Additional paid-in capital

626,009  622,325

Accumulated deficit

(285,899) (275,212)

Accumulated other comprehensive loss

(1,404) (523)

Total stockholders' equity

338,712  346,596

Total liabilities and stockholders' equity $ 502,190  $ 508,630

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In Thousands, Except Share and Per Share Data)

Three Months Ended March 31,

2026 2025

Net revenue $ 59,362  $ 52,411

Cost of revenue 15,972  14,149

Gross profit 43,390  38,262

Operating expenses:

Sales and marketing

18,470  16,572

General and administrative

31,024  30,280

Restructuring —  40

Research and development

2,231  2,351

Total operating expenses

51,725  49,243

Operating loss (8,335) (10,981)

Other expense (income):

Interest expense, net

2,102  1,126

Other expense (income), net

421  (1,644)

Total other expense (income), net

2,523  (518)

Net loss before income taxes $ (10,858) $ (10,463)

Income tax (benefit) charge (171) 196

Net loss $ (10,687) $ (10,659)

Weighted average common stock - basic and diluted 23,685,055  23,230,871

Net loss per share – basic and diluted

$ (0.45) $ (0.46)

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)(In Thousands)

Three Months Ended March 31,

2026 2025

OPERATING ACTIVITIES

Net loss $ (10,687) $ (10,659)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

5,721  5,048

Stock-based compensation

3,982  3,859

Accretion of acquisition installment payable

72  62

Deferred income taxes (314) 196

Non-cash other 50  139

Changes in certain current assets and liabilities, net of acquisitions:

Accounts receivable - trade

(183) (1,497)

Inventories

139  (1,906)

Prepaid expenses and other current assets

(483) (519)

Accounts payable - trade

704  5,207

Accrued expenses and other liabilities

(3,571) (2,528)

Other

1,283  (1,558)

Net cash used in operating activities (3,287) (4,156)

INVESTING ACTIVITIES

Other acquisitions, including clinics, net of cash acquired (6,777) (220)

Sale of short-term marketable securities 5,000  —

Investment in private companies (250) (1,540)

Purchases of property and equipment (1,760) (4,227)

Net cash used in investing activities (3,787) (5,987)

FINANCING ACTIVITIES

Payments on mortgage notes (41) (39)

Payments on acquisition notes (573) (87)

Net cash used in financing activities (614) (126)

Effect of exchange rate changes on cash, cash equivalents and restricted cash 313  (79)

NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (7,375) (10,348)

Cash, cash equivalents and restricted cash, beginning of period $ 21,620  $ 45,777

Cash, cash equivalents and restricted cash, end of period $ 14,245  $ 35,429

SUPPLEMENTAL DISCLOSURES

Cash paid for interest $ 1,869  $ 1,269

Transfer of instruments from property and equipment and inventory $ (126) $ (461)

Right-of-use assets obtained in exchange for lease liabilities $ 793  $ 1,682

Issuance of common shares for LOC acquisition $ 257  $ —

Issuance of common shares in connection with Boston O&P acquisition $ —  $ 233

Debt Issuance costs not yet paid $ 289  $ —

ORTHOPEDIATRICS CORP.

NET REVENUE BY GEOGRAPHY AND PRODUCT CATEGORY

(Unaudited)

(In Thousands)

Three Months Ended March 31,

Product sales by geographic location: 2026 2025

U.S.

$ 45,309  $ 40,891

International

14,053  11,520

Total

$ 59,362  $ 52,411

Three Months Ended March 31,

Product sales by category: 2026 2025

Trauma and deformity

$ 43,045  $ 37,867

Scoliosis

15,442  13,664

Sports medicine/other

875  880

Total

$ 59,362  $ 52,411

ORTHOPEDIATRICS CORP.

RECONCILIATION OF NET CASH USED IN OPERATING ACTIVITIES

TO FREE CASH FLOW

(Unaudited)

(In Thousands)

Three Months Ended March 31,

2026 2025

Net cash used in operating activities (GAAP)

(3,287) (4,156)

Less: Capital expenditures

(1,760) (4,227)

Free cash flow (non-GAAP)

$ (5,047) $ (8,383)

ORTHOPEDIATRICS CORP.

RECONCILIATION OF NET LOSS TO NON-GAAP ADJUSTED EBITDA

(Unaudited)

(In Thousands)

Three Months Ended March 31,

2026 2025

Net loss $ (10,687) $ (10,659)

Interest expense, net

2,102  1,126

Other expense (income), net

421  (1,644)

Income tax (benefit) charge (171) 196

Depreciation and amortization

5,721  5,048

Stock-based compensation

3,982  3,859

Restructuring charges —  40

Tariffs 225  —

European Union Medical Device Regulation fees increase —  110

Acquisition related costs

569  1,115

Minimum purchase commitment cost —  430

Adjusted EBITDA $ 2,162  $ (379)

ORTHOPEDIATRICS CORP.

RECONCILIATION OF DILUTED LOSS PER SHARE TO NON-GAAP ADJUSTED DILUTED LOSS PER SHARE

(Unaudited)

Three Months Ended March 31,

2026 2025

Loss per share, diluted (GAAP) $ (0.45) $ (0.46)

Tariffs 0.01  —

Acquisition related costs 0.02  0.05

Minimum purchase commitment cost —  0.02

Loss per share, diluted (non-GAAP) $ (0.42) $ (0.39)

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Indicate if registrant meets the emerging growth company criteria.

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

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

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-Name Exchange Act

-Number 240

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

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

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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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-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.

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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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