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Form 8-K

sec.gov

8-K — RAND CAPITAL CORP

Accession: 0001493152-26-036108

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0000081955

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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0000081955

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2026-08-05

2026-08-05

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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

RAND

CAPITAL CORPORATION

(Exact

Name of Registrant as Specified in Its Charter)

New

York

814-00235

16-0961359

(State

or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification Number)

1405

Rand Building, Buffalo, NY 14203

(Address

of Principal Executive Offices) (Zip Code)

(716)

853-0802

(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(s)

Name

of each exchange on which registered

Common

Stock, $0.10 par value

RAND

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (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

August 5, 2026, Rand Capital Corporation (the “Company”) issued a press release announcing its results for the second quarter

ended June 30, 2026. A copy of the release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this Item

2.02.

The

information contained in this report under Item 2.02 is being furnished and shall not be deemed 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.

The information contained in this report under Item 2.02 shall not be incorporated by reference into any registration statement or other

document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific

reference in such filing.

Item

7.01. Regulation

FD Disclosure.

The

Company has updated its earnings conference call slide presentation for second quarter ended June 30, 2026, and will make it available

on the Company’s website at www.randcapital.com, under “Investors”. The slide presentation will be referenced during

the Company’s earnings conference call. The information found on, or otherwise accessible through, the Company’s website

is not incorporated by reference herein.

Item

9.01. Financial

Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

of Exhibit

99.1

Press Release, dated August 5, 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.

Date:

August 5, 2026

RAND CAPITAL CORPORATION

By:

/s/

Margaret Brechtel

Name:

Margaret Brechtel

Title:

Chief Financial Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

NEWS

RELEASE

14

Lafayette Square, Suite 1405 ● Buffalo, New York 14203

FOR

IMMEDIATE RELEASE

Rand

Capital Reports Second Quarter Fiscal Year 2026 Results

● Total

investment income was $1.4 million compared with $1.6 million in the prior-year period, primarily

reflecting the impact of non-accruals

● Net

asset value (NAV) per share was $17.33 at June 30, 2026

● Realized

gain of $959,000 during the quarter from portfolio exit

● Deployed

$6.9 million into two new portfolio investments during the quarter

● Declared

quarterly dividend of $0.29 per share for third quarter 2026

BUFFALO,

NY, August 5, 2026 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or the “Company”), a business

development company providing alternative financing for lower middle market companies, announced its results for the second quarter ended

June 30, 2026.

“Our

second quarter results reflected continued progress as we selectively deployed capital into new income-producing investments while actively

managing the portfolio,” said Daniel P. Penberthy, President and Chief Executive Officer of Rand. “During the quarter, we

committed $6.9 million to two new portfolio companies, realized a gain on the exit of Applied Image, and maintained our regular dividend.

While non-accruals continued to pressure current income and portfolio yield, we believe Rand remains well positioned with a predominantly

debt-oriented portfolio, strong liquidity and a focus on capital deployment as attractive lower middle market opportunities emerge.”

Second

Quarter Review (compared with the prior-year period unless otherwise noted)

● Total

investment income of $1.4 million decreased $208,000, or 13%, from $1.6 million in the second

quarter of 2025, primarily reflecting lower interest income from portfolio companies due

to certain investments being placed on non-accrual status over the last year. Dividend and

other investment income of $153,000 in the second quarter of 2026 partially offset this decline

in interest income.

● For

the second quarter of 2026, non-cash payment-in-kind (PIK) interest totaled $116,000, representing

10% of interest income from portfolio companies, compared with 40% in the prior-year period.

This decline in PIK as a percentage of interest income reflects the impact of five portfolio

companies being placed on non-accrual status, which reduced the amount of PIK interest recognized

in the quarter.

● Total

expenses were $647,000 compared with a benefit of ($864,000) in the same period last year.

This was due to the fact that the second quarter of 2025 included a $1.5 million capital

gains incentive fee benefit, while the second quarter of 2026 had no capital gains incentive

fee benefit or expense.

● Adjusted

expenses, which exclude capital gains incentive fees, and are a non-GAAP financial measure,

were $647,000 compared with $626,000 in the second quarter of 2025. See the attached description

of this non-GAAP financial measure and reconciliation table for adjusted expenses.

Rand Capital Reports Second Quarter Fiscal Year 2026 Results

August 5, 2026

Page 2 of 7

● Net

investment income was $710,000, or $0.24 per share, compared with $2.5 million, or $0.83

per share, in the second quarter of 2025. Adjusted net investment income per share, a non-GAAP

financial measure, which excludes the capital gains incentive fee, was $0.24 per share, compared

with $0.33 per share in last year’s second quarter. See the attached description

of this non-GAAP financial measure and reconciliation table for adjusted net investment income

per share.

Portfolio

and Investment Activity

As

of June 30, 2026, Rand’s investment portfolio had a fair value of $56.5 million, up 16.5% from $48.5 million at December 31, 2025,

reflecting new investment activity during the first half of 2026. The portfolio consisted of investments in 21 portfolio businesses and

was comprised of approximately 79% debt investments and 21% equity investments at fair value.

The

annualized weighted average yield of debt investments, including PIK interest, was 8.98% at June 30, 2026, compared with 11.3% at December

31, 2025. This change in the annualized weighted average yield primarily reflects the timing of placing certain portfolio investments

on non-accrual.

Second

Quarter 2026 portfolio activity included:

● Feature

Healthcare, LLC d/b/a 4 Seasons Home Care: Rand invested $4.5 million in a term loan

bearing interest at 12% plus 2% PIK. Feature Healthcare, based in Atlanta, Georgia, is a

provider of home care services.

● Termite

Guy Corporation: Rand invested $2.1 million in a term loan bearing interest at 13% plus

1% PIK and made a $300,000 equity investment. Based in Santa Ana, California, Termite Guy

provides termite inspection, fumigation and structural repair services.

● Applied

Image, Inc.: Rand exited its investment and received full repayment of its $1.7 million

debt investment, along with a realized gain of $959,000 related to its warrant position.

● BlackJet

Direct Marketing, LLC: The company repaid $250,000 during the quarter on their debt investment,

resulting in Rand receiving a $7,500 prepayment fee.

● BMP

Swanson Holdco LLC: During the quarter, BMP Swanson ceased operations, which led Rand

to fully write down the value of its debt and equity positions in the company to zero, resulting

in an aggregate $2.5 million reduction in fair value from the prior quarter.

Liquidity

and Capital Resources

Rand

ended the quarter with $430,000 in cash and cash equivalents on hand, compared with $4.2 million at December 31, 2025. The Company had

$5.1 million outstanding on its line of credit as of June 30, 2026, with estimated remaining availability of approximately $12.4 million.

The weighted average interest rate was 7.12% during the six months ended June 30, 2026, compared with 7.88% during the six months ended

June 30, 2025.

The

Company did not repurchase any outstanding common stock during the second quarter of 2026.

Dividends

On

April 29, 2026, Rand declared its regular quarterly cash dividend of $0.29 per share, which was paid during the second quarter to shareholders

of record as of May 27, 2026.

On

July 30, 2026, Rand declared its regular quarterly cash dividend of $0.29 per share, which will be payable on or about September 9, 2026,

to shareholders of record as of August 26, 2026.

Webcast

and Conference Call

Rand

will host a conference call and webcast on Wednesday, August 5, 2026, at 1:30 p.m. Eastern Time, to review its financial results. The

review will be accompanied by a slide presentation, which will be available on Rand’s website at www.randcapital.com in

the “Investor Relations” section. Rand’s conference call can be accessed by calling (201) 689-8263. Alternatively,

the webcast can be monitored on Rand’s website at www.randcapital.com under “Investors” where the replay will

also be available.

Rand Capital Reports Second Quarter Fiscal Year 2026 Results

August 5, 2026

Page 3 of 7

A

telephonic replay will be available from 4:30 p.m. Eastern Time on the day of the call through Wednesday, August 19, 2026. To listen

to the archived call, dial (412) 317-6671 and enter replay pin 13761056. A transcript of the call will also be posted once available.

ABOUT

RAND CAPITAL

Rand

Capital Corporation (Nasdaq: RAND) is an externally managed business development company (BDC). The Company’s investment objective

is to maximize total return to its shareholders with current income and capital appreciation by focusing its debt and related equity

investments in privately-held, lower middle market companies with committed and experienced managements in a broad variety of industries.

Rand primarily invests in businesses that have sustainable, differentiated and market-proven products, revenue of more than $10 million

and EBITDA in excess of $1.5 million. The Company’s investment activities are managed by its external investment adviser, Rand

Capital Management, LLC. Additional information can be found at the Company’s website where it regularly posts information: randcapital.com.

Safe

Harbor Statement

This

press release contains “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. All statements, other than historical facts, including but not limited

to statements regarding the strategy of the Company and its outlook; statements regarding the implementation of the Company’s strategy

and the growth of its dividend; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking

statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by

the words “may,” “will,” “should,” “potential,” “intend,” “expect,”

“endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”

“believe,” “could,” “project,” “predict,” “continue,” “target”

or other similar words or expressions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions

prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The

inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved.

Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others,

(1) evolving legal, regulatory and tax regimes; (2) changes in general economic and/or industry specific conditions; and (3) other risk

factors as detailed from time to time in Rand’s reports filed with the Securities and Exchange Commission (“SEC”),

including Rand’s annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q, and other documents

filed with the SEC. Consequently, such forward-looking statements should be regarded as Rand’s current plans, estimates and beliefs.

Except as required by applicable law, Rand assumes no obligation to update the forward-looking information contained in this release.

Contacts:

Company:

Investors:

Daniel

P. Penberthy

Craig

P. Mychajluk / Deborah K. Pawlowski

President

and CEO

Alliance

Advisors IR

716.853.0802

716-843-3832

/ 716-843-3908

invest@randcapital.com

cmychajluk@allianceadvisors.com

dpawlowski@allianceadvisors.com

FINANCIAL

TABLES FOLLOW

Rand Capital Reports Second Quarter Fiscal Year 2026 Results

August 5, 2026

Page 4 of 7

Rand

Capital Corporation and Subsidiaries

Consolidated

Statements of Financial Position

June

30, 2026

(Unaudited)

December

31, 2025

ASSETS

Investments at fair value:

Control investments (cost of $6,563,940 and $6,563,940, respectively)

$ 1,400,000

$ 1,400,000

Affiliate investments (cost of $46,641,149 and $40,867,599, respectively)

38,621,568

36,775,685

Non-Control/Non-Affiliate investments (cost of $14,255,387 and $9,630,860, respectively)

16,479,338

10,304,811

Total investments, at fair value (cost of $67,460,476 and $57,062,399, respectively)

56,500,906

48,480,496

Cash and cash equivalents

429,639

4,208,948

Interest receivable (net of allowance of $25,337)

231,192

168,039

Prepaid income taxes

328,088

283,581

Other assets

170,841

54,248

Total assets

$ 57,660,666

$ 53,195,312

LIABILITIES AND STOCKHOLDERS’ EQUITY (NET ASSETS)

Liabilities:

Due to investment adviser

$ 548,049

$ 519,287

Accounts payable and accrued expenses

85,575

101,975

Line of credit

5,100,000

Deferred revenue

467,155

390,597

Total liabilities

6,200,779

1,011,859

Stockholders’ equity (net assets):

Common stock, $0.10 par; shares authorized 100,000,000; shares issued: 3,037,709; shares outstanding: 2,969,814 at June 30, 2026 and December 31, 2025

303,771

303,771

Capital in excess of par value

64,063,157

64,063,157

Treasury stock, at cost: 67,895 shares at June 30, 2026 and December 31, 2025

(1,566,605 )

(1,566,605 )

Total distributable earnings

(11,340,436 )

(10,616,870 )

Total stockholders’ equity (net assets) (per share – June 30, 2026: $17.33; December 31, 2025: $17.57)

51,459,887

52,183,453

Total liabilities and stockholders’ equity (net assets)

$ 57,660,666

$ 53,195,312

Rand Capital Reports Second Quarter Fiscal Year 2026 Results

August 5, 2026

Page 5 of 7

Rand

Capital Corporation and Subsidiaries

Consolidated

Statements of Operations

(Unaudited)

Three

months

ended

June 30, 2026

Three

months

ended

June 30, 2025

Six

months ended

June 30, 2026

Six

months ended

June 30, 2025

Investment

income:

Interest

from portfolio companies:

Control

investments

$ 7,621

$ 12,979

$ 16,517

$ 12,979

Affiliate

investments

828,689

1,264,789

1,781,864

2,547,648

Non-Control/Non-Affiliate

investments

337,417

236,794

558,105

631,101

Total

interest from portfolio companies

1,173,727

1,514,562

2,356,486

3,191,728

Interest

from other investments:

Non-Control/Non-Affiliate

investments

27

36,556

13,828

46,939

Total

interest from other investments

27

36,556

13,828

46,939

Dividend

and other investment income:

Affiliate

investments

152,513

152,513

13,125

Total

dividend and other investment income

152,513

152,513

13,125

Fee income:

Control

investments

4,516

4,516

9,032

9,032

Affiliate

investments

53,871

42,891

88,872

174,646

Non-Control/Non-Affiliate

investments

9,765

3,772

13,537

174,731

Total

fee income

68,152

51,179

111,441

358,409

Total

investment income

1,394,419

1,602,297

2,634,268

3,610,201

Expenses:

Base management

fee

205,153

217,649

394,848

469,857

Income

based incentive fees

119,673

Capital

gains incentive fees

(1,490,000 )

(1,565,000 )

Interest

expense

72,476

25,417

102,086

61,903

Professional

fees

124,194

142,020

347,816

350,862

Stockholders

and office operating

104,559

103,349

165,828

194,112

Directors’

fees

76,375

66,550

149,750

130,400

Administrative

fees

52,500

50,250

103,200

99,000

Insurance

10,614

9,974

20,586

23,136

Corporate

development

1,519

(2,493 )

5,193

4,501

Bad

debt expense

13,125

38,462

Total

expenses

647,390

(864,159 )

1,289,307

(73,094 )

Net investment

income before income taxes:

747,029

2,466,456

1,344,961

3,683,295

Income

tax expense (benefit)

37,368

(11,778 )

90,273

(13,054 )

Net investment

income

709,661

2,478,234

1,254,688

3,696,349

Net realized

gain on sales and dispositions of investments:

Affiliate

investments

958,948

2,034,519

925,357

Non-Control/Non-Affiliate

investments

(25 )

Net realized

gain on sales and dispositions of investments

958,948

2,034,519

925,332

Net change

in unrealized appreciation/depreciation on investments:

Control

investments

(875,000 )

Affiliate

investments

(1,887,551 )

(10,122,270 )

(3,927,667 )

(10,545,654 )

Non-Control/Non-Affiliate

investments

1,550,000

(189,944 )

1,550,000

(189,944 )

Change

in unrealized appreciation/depreciation before income taxes

(337,551 )

(10,312,214 )

(2,377,667 )

(11,610,598 )

Deferred

income tax benefit

(35,220 )

(97,826 )

(87,269 )

(94,210 )

Net

change in unrealized appreciation/depreciation on investments

(302,331 )

(10,214,388 )

(2,290,398 )

(11,516,388 )

Net

realized and unrealized gain (loss) on investments

656,617

(10,214,388 )

(255,879 )

(10,591,056 )

Net

increase (decrease) in net assets from operations

$ 1,366,278

$ (7,736,154 )

$ 998,809

$ (6,894,707 )

Weighted average shares outstanding

2,969,814

2,969,814

2,969,814

2,920,135

Basic and

diluted net increase (decrease) in net assets from operations per share

$ 0.46

$ (2.60 )

$ 0.34

$ (2.36 )

Rand Capital Reports Second Quarter Fiscal Year 2026 Results

August 5, 2026

Page 6 of 7

Rand

Capital Corporation and Subsidiaries

Consolidated

Statements of Changes in Net Assets

(Unaudited)

Three

months ended

June

30, 2026

Three

months ended

June

30, 2025

Six

months

ended

June

30, 2026

Six

months

ended

June

30, 2025

Net

assets at beginning of period

$ 50,954,855

$ 65,311,253

$ 52,183,453

$ 65,332,520

Net investment income

709,661

2,478,234

1,254,688

3,696,349

Net realized gain on sales

and dispositions of investments

958,948

2,034,519

925,332

Net change

in unrealized appreciation/depreciation on investments

(302,331 )

(10,214,388 )

(2,290,398 )

(11,516,388 )

Net increase

(decrease) in net assets from operations

1,366,278

(7,736,154 )

998,809

(6,894,707 )

Declaration of dividend

(861,246 )

(861,145 )

(1,722,375 )

(1,723,859 )

Net

assets at end of period

$ 51,459,887

$ 56,713,954

$ 51,459,887

$ 56,713,954

Rand Capital Reports Second Quarter Fiscal Year 2026 Results

August 5, 2026

Page 7 of 7

Rand

Capital Corporation and Subsidiaries

Reconciliation

of GAAP Total Expense to Non-GAAP Adjusted Expenses

(Unaudited)

In

addition to reporting total expenses, which is a U.S. generally accepted accounting principle (“GAAP”) financial measure,

Rand presents adjusted expenses, which is a non-GAAP financial measure. Adjusted expenses is defined

as GAAP total expenses removing the effect of any expenses/(credits) for capital gains incentive fees accrual. GAAP total expenses is

the most directly comparable GAAP financial measure. Rand believes that adjusted expenses provides useful information to investors regarding

financial performance because it is a method the Company uses to measure its financial and business trends related to its results of

operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial

results prepared in accordance with GAAP.

Three

months

ended

June

30, 2026

Three

months

ended

June

30, 2025

Six

months

ended

June

30, 2026

Six

months

ended

June

30, 2025

Total expenses

(benefits)

$ 647,390

$ (864,159 )

$ 1,289,307

$ (73,094 )

Exclude

expenses (credits) for capital gains incentive fees

-

(1,490,000 )

-

(1,565,000 )

Adjusted

total expenses

$ 647,390

$ 625,841

$ 1,289,307

$ 1,491,906

Reconciliation

of GAAP Net Investment Income per Share to

Adjusted Net Investment Income per Share

(Unaudited)

In

addition to reporting Net Investment Income per Share, which is a GAAP financial measure, the Company presents Adjusted

Net Investment Income per Share, which is a non-GAAP financial measure. Adjusted Net Investment Income per Share is defined as GAAP Net

Investment Income per Share removing the effect of any expenses/(credits) for capital gains incentive fees. GAAP Net Investment Income

per Share is the most directly comparable GAAP financial measure. Rand believes that Adjusted Net Investment Income per Share provides

useful information to investors regarding financial performance because it is a method the Company uses to measure its financial and

business trends related to its results of operations. The presentation of this additional information is not meant to be considered in

isolation or as a substitute for financial results prepared in accordance with GAAP.

The

per share amounts for the second quarters of 2026 and 2025 were computed using 2,969,814 weighted average shares outstanding. The per

share amounts for the six months ended June 30, 2026 were computed using 2,969,814 weighted average shares outstanding, compared with

2,920,135 for the six months ended June 30, 2025.

Three

months

ended

June

30, 2026

Three

months

ended

June

30, 2025

Six

months

ended

June

30, 2026

Six

months

ended

June

30, 2025

Net investment income per share

$ 0.24

$ 0.83

$ 0.42

$ 1.27

Exclude

expenses (credits) for capital gains incentive fees per share

-

(0.50 )

-

(0.54 )

Adjusted

net investment income per share

$ 0.24

$ 0.33

$ 0.42

$ 0.73

###

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Entity File Number

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Entity Registrant Name

RAND

CAPITAL CORPORATION

Entity Central Index Key

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Entity Incorporation, State or Country Code

NY

Entity Address, Address Line One

1405

Rand Building

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City Area Code

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Local Phone Number

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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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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Indicate if registrant meets the emerging growth company criteria.

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

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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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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