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Form 8-K

sec.gov

8-K — FRANKLIN COVEY CO

Accession: 0001193125-26-137952

Filed: 2026-04-01

Period: 2026-04-01

CIK: 0000886206

SIC: 8741 (SERVICES-MANAGEMENT SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fc-20260401.htm (Primary)

EX-99.1 (fc-ex99_1.htm)

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8-K

8-K (Primary)

Filename: fc-20260401.htm · Sequence: 1

8-K

0000886206false00008862062026-04-012026-04-01

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 01, 2026

Franklin Covey Co.

(Exact name of Registrant as Specified in Its Charter)

Utah

001-11107

87-0401551

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

13907 South Minuteman Dr., Suite 500

Draper, Utah

84020

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 801 817-1776

(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, $0.05 Par Value

FC

New York Stock Exchange

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 April 1, 2026, Franklin Covey Co. (the Company) announced its financial results for the second quarter of fiscal 2026, which ended on February 28, 2026. A copy of the earnings release is being furnished as Exhibit 99.1 to this current report on Form 8-K.

Certain information in this Report (including the exhibit) is 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 incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure

On March 18, 2026, the Company announced that it would host a discussion for shareholders and the financial community to review its financial results for the second quarter of fiscal 2026. The discussion is scheduled to be held on Wednesday, April 1, 2026, at 5:00 p.m. Eastern Time (3:00 p.m. Mountain Time).

Interested persons may access a live webcast https://edge.media-server.com/mmc/p/qux2545x or may participate via telephone by registering at https://register-conf.media-server.com/register/BI2c1e170bc74e4643ad0d7d53976bef49. Once registered, participants will have the option of 1) dialing into the call from their phone (via a personalized PIN); or 2) clicking the “Call Me” option to receive an automated call directly to their phone. For either option, registration will be required to access the call. A replay of the conference call webcast will be archived on the Company’s website for at least 30 days.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Earnings release dated April 1, 2026.

104 Cover Page Interactive Data File – the cover page XBRL tags are 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.

FRANKLIN COVEY CO.

Date:

April 1, 2026

By:

/s/ Jessica G. Betjemann

Jessica G. Betjemann

Chief Financial Officer

EX-99.1

EX-99.1

Filename: fc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Press Release

13907 S. Minuteman Drive, Suite 500

Draper, UT 84020

www.franklincovey.com

FRANKLIN COVEY REPORTS SECOND QUARTER FISCAL 2026

FINANCIAL RESULTS

Consolidated Second Quarter Revenue of $59.6 Million

Invoiced Amounts in Enterprise North America Increases 7%

Deferred Revenue Increases 7% to $101.5 Million

Net Loss for the Second Quarter of $2.0 Million

Adjusted EBITDA Increases 99% to $4.1 Million

Liquidity Remains Strong at Over $76 Million, with $13.7 Million of Cash

and the Company’s $62.5 Million Credit Facility Fully Available

Purchased $17.0 million of Common Stock During the

Second Quarter Fiscal 2026

Company Affirms Annual Guidance for Fiscal 2026

Salt Lake City, Utah – Franklin Covey Co. (NYSE: FC), a global leadership and organizational performance partner, gives strategy the human edge. We help clients achieve breakthrough results and transform how they execute strategy at scale. Today, the Company announced its financial results for the second quarter of fiscal 2026, which ended on February 28, 2026.

Second Quarter Fiscal 2026 Financial Overview

The Company’s consolidated revenue for Q2 FY2026 was $59.6 million, which was flat to Q2 FY2025. Consolidated invoiced amounts for Q2 FY2026 grew 5% over the prior year. The Company’s financial results for Q2 FY2026 include the following:

o

Enterprise Division revenue for Q2 FY2026 totaled $41.6 million compared with $43.6 million in the prior year.

Enterprise Division revenue reflected a $2.0 million decline in North America segment revenue partially offset by a $0.1 million increase in International segment revenue. The North America segment was adversely affected by lower subscription revenue recognized as a result of lower invoiced amounts and deferred revenue last fiscal year.

Enterprise North America invoiced amounts grew 7% for the second quarter in a row.

Deferred revenue for the Enterprise Division increased 15% year-over-year.

o

Education Division revenue in Q2 FY2026 increased $2.4 million, or 16%, to $17.5 million compared with $15.1 million in the prior year.

The increase was driven by higher training, coaching, materials, and membership subscription revenue during the quarter.

o

Consolidated subscription and subscription services revenue for Q2 FY2026 was $50.9 million compared with $49.5 million in Q2 FY2025. Subscription and contractually committed services

invoiced for Q2 FY2026 totaled $39.3 million, growth of 16%, compared with $33.9 million in Q2 FY2025.

o

The Company realized a net loss for Q2 FY2026 of $(2.0) million, or $(0.17) per share, compared with a net loss of $(1.1) million, or $(0.08) per share, in Q2 FY2025.

o

Adjusted EBITDA for Q2 FY2026 increased 99% to $4.1 million compared with $2.1 million in the prior year.

o

Consolidated deferred revenue at February 28, 2026 increased 7% to $101.5 million compared with $94.4 million at February 28, 2025.

At February 28, 2026, 59% of the Company’s AAP contracts in North America were for at least two years, compared with 55% at February 28, 2025, and the percentage of contracted amounts represented by multi-year contracts was 62% compared with 61% on February 28, 2025.

Unbilled deferred revenue totaled $64.9 million at February 28, 2026, compared with $64.5 million at February 28, 2025.

o

Cash provided by operating activities for the first two quarters of FY2026 was $16.4 million reflecting the strength of Q2 FY2026 operating cash flows of $16.3 million compared with $(1.4) million of cash used in the prior year.

Free cash flow for Q2 FY2026 was $13.2 million compared with $(3.6) million in Q2 FY2025.

Cash and cash equivalents totaled $13.7 million compared with $40.4 million as of February 28, 2025.

o

During Q2 FY2026, the Company purchased approximately 947,000 shares of its common stock for $17.0 million. Approximately 922,000 shares were purchased in the open market under 10b5-1 trading plans and approximately 25,000 shares were withheld to cover statutory income taxes on stock-based compensation awards that vested and were issued during the second quarter.

Paul Walker, President and Chief Executive Officer commented, “Our second quarter results reflect the importance of what we do and the traction of our go-to-market transformation. We delivered our second consecutive quarter of 7% invoiced growth in Enterprise North America as strong execution on our go‑to‑market strategy continues to gain traction. We believe we are at an inflection point where the return on investment from our transformation is becoming evident.

This momentum comes as AI is reshaping how work gets done, and we are seeing increased demand for FranklinCovey's expertise in helping organizations strengthen the human side of execution—leadership, trust, change management, sales performance, collaboration, and disciplined execution. FranklinCovey is uniquely positioned as a long-term performance partner, helping organizations navigate AI‑driven opportunities and complexities to deliver sustained performance.”

Jessi Betjemann, Chief Financial Officer said, “In the second quarter, we translated operational momentum into improved profitability and strong cash generation. Adjusted EBITDA increased to $4.1 million, operating cash flow was $16.3 million, and free cash flow improved to $13.2 million. We also returned $17.0 million to shareholders through the repurchase of approximately 947,000 shares, while maintaining $76 million of liquidity. We are reaffirming our FY2026 guidance of total revenue of $265 to $275 million and Adjusted EBITDA of $28 to $33 million, in constant currency.”

Fiscal 2026 Guidance

The Company expects to return to growth in both revenue and Adjusted EBITDA in FY2026 as the benefits of its go-to-market transformation and cost reduction actions begin to increase revenue, lower costs, and flow through improved results.

Based on current expectations, the Company affirms the following guidance, in constant currency:

o

Total revenue in the range of $265 million to $275 million.

o

Adjusted EBITDA in the range of $28 million to $33 million.

This guidance reflects the positive momentum the Company is seeing and expecting in both the Enterprise and Education divisions, balanced with a disciplined view of the risks and opportunities ahead as it continues to execute in an uncertain macro environment. The Company anticipates strong invoiced growth in FY2026 which the Company believes will translate into meaningful reported growth in revenue and Adjusted EBITDA in FY2027.

Earnings Conference Call

On Wednesday, April 1, 2026, at 5:00 p.m. Eastern (3:00 p.m. Mountain Time) Franklin Covey will host a conference call to review its second quarter fiscal 2026 financial results. Interested persons may access a live audio webcast at https://edge.media-server.com/mmc/p/qux2545x or may participate via telephone by registering at https://register-conf.media-server.com/register/BI2c1e170bc74e4643ad0d7d53976bef49. Once registered, participants will have the option of 1) dialing into the call from their phone (via a personalized PIN); or 2) clicking the “Call Me” option to receive an automated call directly to their phone. For either option, registration will be required to access the call. A replay of the conference call webcast will be archived on the Company’s website for at least 30 days.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those statements related to the Company’s future results and profitability and other goals relating to the growth and operations of the Company. Forward-looking statements are based upon management’s current expectations and are subject to various risks and uncertainties including, but not limited to: general macroeconomic conditions; renewals of subscription contracts; the impact of strategic projects and initiatives on future financial results; growth in and client demand for add-on services; market acceptance of new products or services, including new AAP portal upgrades and content launches; impacts from geopolitical trade tensions and the general business environment; and other factors identified and discussed in the Company’s most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. Many of these conditions are beyond the Company’s control or influence, any one of which may cause future results to differ materially from the Company’s current expectations, and there can be no assurance that the Company’s actual future performance will meet management’s expectations. These forward-looking statements are based on management’s current expectations, and the Company undertakes no obligation to update or revise these forward-looking statements to reflect events or circumstances subsequent to this press release.

Non-GAAP Financial Information

This earnings release includes the concepts of Adjusted EBITDA and Free Cash Flow which are non-GAAP measures. The Company defines Adjusted EBITDA as net income or loss excluding the impact of interest, income taxes, intangible asset amortization, depreciation, stock-based compensation expense, and certain other infrequently occurring items such as restructuring and building exit costs. Free Cash Flow is defined as GAAP calculated cash flows from operating activities less capitalized expenditures for purchases of property and equipment, curriculum development, and content or license rights. The Company references these non-GAAP financial measures in its decision-making because they provide supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods, and the Company believes they provide investors with greater transparency to evaluate operational activities and financial results. Refer to the attached tables for the reconciliation of the non-GAAP financial measure, Adjusted EBITDA, to consolidated net income (loss), a related GAAP financial measure, and for the calculation of Free Cash Flow.

The Company is unable to provide a reconciliation of the above forward-looking estimate of non-GAAP Adjusted EBITDA to GAAP measures because certain information needed to make a reasonable forward-looking estimate is difficult to obtain and dependent on future events which may be uncertain, or out of the Company’s control, including the amount of AAP contracts invoiced, the number of AAP contracts that are renewed, necessary costs to deliver the Company’s offerings, such as unanticipated curriculum development costs, and other potential variables. Accordingly, a reconciliation is not available without unreasonable effort.

About Franklin Covey Co.

Franklin Covey Co. (NYSE: FC), a global leadership and organizational performance partner, gives strategy the human edge. We help clients achieve breakthrough results and transform how they execute strategy at scale.

Our Enterprise and Education Divisions develop high-performing leaders at all levels of the organization and align people around purpose and priorities. Through proven, principle-centered frameworks and practices, we build high-trust leaders, teams, and cultures and help organizations translate strategy into consistent execution.

Our approach enables lasting, repeatable results by helping clients identify, align, and execute their most important priorities. This approach has been tested and refined through more than 40 years of work with tens of thousands of leaders and organizations – from Fortune 100 and 500 companies to small and mid-sized businesses, as well as educational institutions and government entities.

We provide professional services in over 160 countries and territories through directly owned operations and licensee partners, serving both enterprise and education clients. Our solutions are delivered through the FranklinCovey All Access Pass® and Leader in Me® subscriptions which combine world-class content and tools with the trusted expertise of consultants, coaches, and facilitators and are available in multiple modalities and in more than 20 languages.

Learn more at www.franklincovey.com and explore exclusive content across our social media channels: LinkedIn, Facebook, X, Instagram, and YouTube.

Investor Contact:

Media Contact:

Franklin Covey

Franklin Covey

Boyd Roberts

Debra Lund

801-817-5127

801-817-6440

investor.relations@franklincovey.com

Debra.Lund@franklincovey.com

FRANKLIN COVEY CO.

Condensed Consolidated Statements of Operations

(in thousands, except per-share amounts, and unaudited)

Quarter Ended

Two Quarters Ended

February 28,

February 28,

February 28,

February 28,

2026

2025

2026

2025

Revenue

$

59,647

$

59,612

$

123,692

$

128,698

Cost of revenue

14,374

13,866

30,045

30,241

Gross profit

45,273

45,746

93,647

98,457

Selling, general, and administrative

43,497

45,087

89,618

92,291

Restructuring costs

1,510

-

4,954

1,984

Building exit costs

455

-

1,129

-

Depreciation

1,140

1,016

2,239

1,967

Amortization

670

1,098

1,357

2,196

Income (loss) from operations

(1,999

)

(1,455

)

(5,650

)

19

Interest income (expense), net

(63

)

107

(43

)

220

Income (loss) before income taxes

(2,062

)

(1,348

)

(5,693

)

239

Income tax benefit (provision)

80

272

422

(134

)

Net income (loss)

$

(1,982

)

$

(1,076

)

$

(5,271

)

$

105

Net income (loss) per common share:

Basic and diluted

$

(0.17

)

$

(0.08

)

$

(0.45

)

$

0.01

Weighted average common shares:

Basic

11,422

13,102

11,816

13,097

Diluted

11,422

13,102

11,816

13,236

Other data:

Adjusted EBITDA(1)

$

4,102

$

2,060

$

7,784

$

9,734

(1) Adjusted EBITDA (earnings before interest, income taxes, depreciation, amortization, stock-based compensation, and certain other items) is a non-GAAP financial measure that the Company believes is useful to investors in evaluating its results. For a reconciliation of this non-GAAP measure to a comparable GAAP measure, refer to the Reconciliation of Net Income (Loss) to Adjusted EBITDA as shown below.

FRANKLIN COVEY CO.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(in thousands and unaudited)

Quarter Ended

Two Quarters Ended

February 28,

February 28,

February 28,

February 28,

2026

2025

2026

2025

Reconciliation of net income (loss) to Adjusted EBITDA:

Net income (loss)

$

(1,982

)

$

(1,076

)

$

(5,271

)

$

105

Adjustments:

Interest expense (income), net

63

(107

)

43

(220

)

Income tax provision (benefit)

(80

)

(272

)

(422

)

134

Amortization

670

1,098

1,357

2,196

Depreciation

1,140

1,016

2,239

1,967

Stock-based compensation

2,664

1,346

4,093

3,513

Restructuring costs

1,510

-

4,954

1,984

Building exit costs

455

55

1,129

55

Gain on license liability restructuring

(338

)

-

(338

)

-

Adjusted EBITDA

$

4,102

$

2,060

$

7,784

$

9,734

Adjusted EBITDA margin

6.9

%

3.5

%

6.3

%

7.6

%

FRANKLIN COVEY CO.

Additional Financial Information

(in thousands and unaudited)

Quarter Ended

Two Quarters Ended

February 28,

February 28,

February 28,

February 28,

2026

2025

2026

2025

Revenue by Division/Segment:

Enterprise Division:

North America

$

32,484

$

34,520

$

68,739

$

74,657

International

9,154

9,031

20,359

20,473

41,638

43,551

89,098

95,130

Education Division

17,500

15,065

33,593

31,529

Corporate and other

509

996

1,001

2,039

Consolidated

$

59,647

$

59,612

$

123,692

$

128,698

Gross Profit by Division/Segment:

Enterprise Division:

North America

$

27,155

$

28,974

$

56,710

$

61,795

International

7,073

7,059

15,746

16,036

34,228

36,033

72,456

77,831

Education Division

10,777

9,331

20,683

19,741

Corporate and other

268

382

508

885

Consolidated

$

45,273

$

45,746

$

93,647

$

98,457

Adjusted EBITDA by Division/Segment:

Enterprise Division:

North America

$

5,921

$

4,843

$

11,190

$

13,587

International

1,025

483

3,460

1,903

6,946

5,326

14,650

15,490

Education Division

416

(313

)

(519

)

(47

)

Corporate and other

(3,260

)

(2,953

)

(6,347

)

(5,709

)

Consolidated

$

4,102

$

2,060

$

7,784

$

9,734

FRANKLIN COVEY CO.

Condensed Consolidated Balance Sheets

(in thousands and unaudited)

February 28,

August 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

$

13,717

$

31,698

Accounts receivable, less allowance for

credit losses of $2,721 and $2,929

50,191

68,415

Inventories

5,336

5,165

Prepaid expenses and other current assets

26,188

24,199

Total current assets

95,432

129,477

Property and equipment, net

13,177

14,324

Intangible assets, net

32,449

34,551

Goodwill

31,220

31,220

Deferred income tax assets

239

231

Other long-term assets

33,972

33,109

$

206,489

$

242,912

Liabilities and Shareholders' Equity

Current liabilities:

Current portion of notes payable

$

835

$

823

Accounts payable

6,611

8,780

Deferred revenue

97,936

106,534

Customer deposits

25,021

16,327

Accrued liabilities

21,840

24,828

Total current liabilities

152,243

157,292

Other liabilities

11,695

14,718

Deferred income tax liabilities

4,501

3,991

Total liabilities

168,439

176,001

Shareholders' equity:

Common stock

1,353

1,353

Additional paid-in capital

229,610

230,251

Retained earnings

121,001

126,272

Accumulated other comprehensive loss

(1,162

)

(1,032

)

Treasury stock at cost, 15,866 and 14,565 shares

(312,752

)

(289,933

)

Total shareholders' equity

38,050

66,911

$

206,489

$

242,912

FRANKLIN COVEY CO.

Condensed Consolidated Free Cash Flow

(in thousands and unaudited)

Two Quarters Ended

February 28,

February 28,

2026

2025

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$

(5,271

)

$

105

Adjustments to reconcile net income (loss) to net cash

provided by operating activities:

Depreciation and amortization

3,596

4,163

Amortization of capitalized curriculum costs

2,515

2,171

Stock-based compensation

4,093

3,513

Deferred income taxes

510

(145

)

Amortization of right-of-use operating lease assets

450

287

Gain on license obligation restructuring

(338

)

-

Changes in working capital

10,796

2,682

Net cash provided by operating activities

16,351

12,776

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(2,763

)

(2,271

)

Curriculum development costs

(4,085

)

(2,380

)

Reacquisition of license rights

-

(324

)

Net cash used for investing activities

(6,848

)

(4,975

)

Free Cash Flow

$

9,503

$

7,801

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Code for the postal or zip code

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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

-Number 240

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Indicate if registrant meets the emerging growth company criteria.

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-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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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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-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

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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

-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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-Number 240

-Section 12

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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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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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-Name Securities Act

-Number 230

-Section 425

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