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Form 8-K

sec.gov

8-K — BANK OF THE JAMES FINANCIAL GROUP INC

Accession: 0001275101-26-000023

Filed: 2026-07-30

Period: 2026-07-28

CIK: 0001275101

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — botj-20260728x8k.htm (Primary)

EX-99.1 (botj-20260728xex99_1.htm)

GRAPHIC (botj-20260728xex99_1g001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: botj-20260728x8k.htm · Sequence: 1

botj-20260728x8k

false000127510100012751012026-07-282026-07-28

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): July 28, 2026

_________________

BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

_________________

Virginia

001-35402

20-0500300

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

828 Main Street, Lynchburg, VA

24504

(Address of Principal Executive Offices)

(Zip code)

Registrant’s telephone number, including area code

(434) 846-2000

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, $2.14 par value

BOTJ

The 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 (§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 July 30, 2026, Bank of the James Financial Group, Inc. (the “Company”) issued a press release announcing financial results for the three months and six months ended June 30, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events

On July 28, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.10 per share of common stock. The dividend will be paid on or about September 4, 2026 to stockholders of record at the close of business on August 21, 2026.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired – not applicable

(b) Pro forma financial information – not applicable

(c) Shell company transactions – not applicable

(d) Exhibits

Exhibit No.

Exhibit Description

99.1

Bank of the James Financial Group, Inc. Press Release dated July 30, 2026

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: July 30, 2026

BANK OF THE JAMES FINANCIAL GROUP, INC.

By /s/ Eric J. Sorenson, Jr.

Eric J. Sorenson, Jr.

Secretary and Treasurer

2

EX-99.1

EX-99.1

Filename: botj-20260728xex99_1.htm · Sequence: 2

Exhibit 991 v2







Bank of the James Announces Second Quarter of 2026 and

First Half of 2026 Financial Results and Declaration of Dividend

Bank of the James Reports First Half 2026 Net Income of $6.01 Million,  $1.32 Per Share



LYNCHBURG, VA, July 30, 2026 -- Bank of the James Financial Group, Inc. (the “Company”) (NASDAQ: BOTJ), the parent company of Bank of the James (the “Bank”), a full-service commercial and retail bank, and Pettyjohn, Wood & White, Inc. (“PWW”), an SEC-registered investment advisor, today announced unaudited results of operations for the three-month and six-month periods ended June 30, 2026. The Bank serves Region 2000 (the greater Lynchburg metropolitan statistical area) and the Blacksburg, Buchanan, Charlottesville, Harrisonburg, Lexington, Nellysford, Roanoke, and Wytheville, Virginia markets.

Second Quarter 2026 and First Half 2026 Highlights



"

Net income for the second quarter of 2026 was $3.24 million, an increase of $0.54 million from $2.70 million in the second quarter of 2025. Earnings per share were $0.71 compared with $0.60 per share one year earlier. Net income for the first half of 2026 was $6.01 million, an increase of $2.47 million from $3.55 million in the first half of 2025. Earnings per share were $1.32 compared with $0.78 per share one year earlier. The year-over-year increases reflect higher net interest income, growth in noninterest income, and lower noninterest expense.

"

Total assets were $1.041 billion at June 30, 2026, compared with $1.039 billion at December 31, 2025, and $1.004 billion at June 30, 2025.

"

Net interest income after provision for (recovery of) credit losses increased 1.4% to $8.90 million in the second quarter of 2026 from $8.78 million in the second quarter of 2025, and increased 8.7% to $17.78 million in the first half of 2026 from $16.36 million in the first half of 2025. The Company recorded a  total provision for credit losses of $350,000 for the second quarter and $204,000 for the first half of 2026. Excluding reductions in the reserve for unfunded commitments, the provision for credit losses on loans were $410,000 and $318,000, respectively.

"

Net interest margin (tax-equivalent) was 3.71% for the second quarter of 2026 compared with 3.44% for the second quarter of 2025, and 3.64% for the first half of 2026 compared with 3.34% for the first half of 2025.

"

Interest expense decreased 10.5% to $3.03 million in the second quarter of 2026 from $3.39 million in the second quarter of 2025, and decreased 10.9% to $6.15 million in the first half of 2026 from $6.90 million in the first half of 2025, reflecting lower deposit costs and the retirement of approximately $10 million in capital notes in the second quarter of 2025. The decline in deposit costs was driven primarily by lower rates on renewing certificates of deposit and continued discipline in the pricing of interest-bearing transaction accounts.

"

Noninterest income increased 9.8% to $4.48 million in the second quarter of 2026 from $4.08 million in the second quarter of 2025, and increased 14.7% to $8.44 million in the first half of 2026 from $7.36 million in the first half of 2025.

"

Noninterest expense decreased 1.5% to $9.31 million in the second quarter of 2026 from $9.46 million in the second quarter of 2025, and decreased 3.1% to $18.68 million in the first half of 2026 from $19.28 million in the first half of 2025.

"

Wealth management fees from PWW increased 12.8% to $1.47 million in the second quarter of 2026 from $1.30 million in the second quarter of 2025, and increased 12.7% to $2.88 million in the first half of 2026 from $2.56 million in the first half of 2025.

"

The efficiency ratio (noninterest expense divided by the sum of net interest income and noninterest income) improved to 67.82% in the second quarter of 2026 from 76.71% in the second quarter of 2025, and to 70.67% in the first half of 2026 from 82.65% in the first half of 2025.

"

Loans, net of the allowance for credit losses, were $686.08 million at June 30, 2026, compared with $649.13 million at March 31, 2026, $661.36 million at December 31, 2025, and $649.09 million at June 30, 2025.

"

Total deposits were $935.18 million at June 30, 2026, compared with $937.13 million at December 31, 2025, and $910.53 million at June 30, 2025.

"

Nonperforming loans were $1.09 million at June 30, 2026, down from $1.70 million at December 31, 2025. The allowance for credit losses was $6.60 million at June 30, 2026, compared with $6.45 million at December 31, 2025, and represented 6.05x coverage of nonperforming loans, compared with 3.79x at December 31, 2025.    The decrease in nonperforming loans was due primarily to the return to accrual status for select relationships.

"

Stockholders’ equity increased to $83.15 million at June 30, 2026, from $80.05 million at December 31, 2025, an increase of 3.88%. Book value per share rose to $18.30 from $17.62.

"

On July 28, 2026, the Company’s board of directors approved a quarterly dividend of $0.10 per common share to stockholders of record as of August 21, 2026, to be paid on September 4, 2026.

Commentary from Executive Management

Robert R. Chapman III, CEO of the Bank, commented: “The first half of 2026 produced record results for Bank of the James. Growth in loans and revenue from a variety of sources, along with continued sound asset quality, contributed to this performance. We remain focused on building upon these results during the remainder of 2026.

In addition to our focus on financial performance, we continue to place great importance on serving a broad base of customers across our markets, including individuals and businesses in underserved areas. We are proud of the role the Bank and our employees play in supporting the communities we serve.”

Mike Syrek, President of the Bank, added: “We remain focused on increasing operating efficiency through prudent expense management and thoughtful operational changes. This strategy has been successful, contributing to an improved efficiency ratio, and we continue to identify additional opportunities to operate more effectively while supporting our customers and long-term growth.”

Syrek continued: “Loan growth was robust, with loan balances increasing by nearly $37 million during the second quarter. We do not expect this pace of growth to continue, as quarterly loan activity can vary based on originations, maturities, and repayments. Nevertheless, the current environment presents opportunities to originate attractive, well-structured loans, and we remain focused on pursuing those opportunities while maintaining our disciplined underwriting standards. That same discipline is reflected in our asset quality, with nonperforming loans declining.”

1

About the Company

Bank of the James, a wholly-owned subsidiary of Bank of the James Financial Group, Inc. opened for business in July 1999 and is headquartered in Lynchburg, Virginia. The Bank currently serves customers in Virginia from offices located in Altavista, Amherst, Appomattox, Bedford, Blacksburg, Buchanan, Charlottesville, Forest, Harrisonburg, Lexington, Lynchburg, Madison Heights, Nellysford, Roanoke, Rustburg, and Wytheville. The Bank offers full investment and insurance services through its BOTJ Investment Services division and BOTJ Insurance, Inc. subsidiary. The Bank provides mortgage loan origination through Bank of the James Mortgage, a division of Bank of the James. The Company provides investment advisory services through its wholly-owned subsidiary, Pettyjohn, Wood & White, Inc., an SEC-registered investment advisor. Bank of the James Financial Group, Inc. common stock is listed under the symbol “BOTJ” on the NASDAQ Stock Market, LLC. Additional information on the Company is available at: www.bankofthejames.bank.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the date on which they were made. Bank of the James Financial Group, Inc. (the “Company”) undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Such factors include, but are not limited to, competition, general economic conditions, potential changes in interest rates, changes in the value of real estate securing loans made by the Bank, as well as geopolitical conditions. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission.

CONTACT: Eric J. Sorenson, Jr., Executive Vice President and Chief Financial Officer of the Bank, (434) 846-2000.

FINANCIAL RESULTS FOLLOW

2

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(dollar amounts in thousands, except per share amounts)





(unaudited)

(audited)

Assets

6/30/2026

12/31/2025

Cash and due from banks

$24,675

$28,538

Federal funds sold

10,870

55,937

Total cash and cash equivalents

35,545

84,475



Securities held-to-maturity (fair value of $3,267 as of June 30, 2026 and $3,315 as of December 31, 2025), net of allowance for credit losses of $0 as of June 30, 2026 and December 31, 2025

3,581

3,590

Securities available-for-sale, at fair value

236,832

214,128

Restricted stock, at cost

1,872

1,828

Loans, net of allowance for credit losses of $6,597 as of June 30, 2026 and $6,450 as of December 31, 2025

686,084

661,357

Loans held for sale

5,651

3,472

Premises and equipment, net

19,051

19,050

Interest receivable

3,392

3,380

Cash value - bank owned life insurance

24,101

23,676

Customer relationship intangible

5,884

6,164

Goodwill

2,054

2,054

Other assets

17,260

15,850

Total assets

$1,041,307

$1,039,024



Liabilities and Stockholders' Equity



Deposits

Noninterest bearing demand

$136,390

$131,456

NOW, money market and savings

563,425

570,345

Time

235,369

235,328

Total deposits

935,184

937,129



Other borrowings

8,671

8,796

Interest payable

1,121

1,167

Other liabilities

13,178

11,884

Total liabilities

$958,154

$958,976



Stockholders' equity

Common stock $2.14 par value; authorized 10,000,000 shares; issued and outstanding 4,543,338 as of June 30, 2026 and December 31, 2025

9,723

9,723

Additional paid-in capital

35,253

35,253

Retained earnings

55,114

50,009

Accumulated other comprehensive loss

(16,937)

(14,937)

Total stockholders' equity

$83,153

$80,048



Total liabilities and stockholders' equity

$1,041,307

$1,039,024

3

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Income

(dollar amounts in thousands, except per share amounts) (unaudited)





For the Three Months Ended

For the Six Months Ended



June 30,

June 30,

Interest Income

2026

2025

2026

2025

Loans

$9,737

$9,341

$19,164

$18,247

Securities

US Government and agency obligations

619

548

1,252

1,002

Mortgage backed securities

741

377

1,191

764

Municipals - taxable

402

330

800

641

Municipals - tax exempt

62

24

125

43

Dividends

34

35

45

48

Corporates

152

136

297

271

Interest bearing deposits

127

127

225

250

Federal Funds sold

413

720

1,037

1,607

Total interest income

12,287

11,638

24,136

22,873



Interest Expense

NOW, money market and savings

$999

$1,258

$2,027

$2,506

Time deposits

1,893

1,945

3,847

4,024

Finance leases

14

17

28

34

Other borrowings

127

87

246

176

Capital notes

-

81

-

163

Total interest expense

3,033

3,388

6,148

6,903



Net interest income

9,254

8,250

17,988

15,970



Provision for (recovery of) credit losses

350

(528)

204

(391)



Net interest income after provision for (recovery of) credit losses

8,904

8,778

17,784

16,361



Noninterest income

Gains on sale of loans held for sale

$1,529

$1,589

$2,725

$2,426

Service charges, fees and commissions

1,149

975

2,143

1,956

Wealth management fees

1,466

1,300

2,879

2,555

Life insurance income

214

190

425

378

Income from small business investment company

70

-

201

-

Gains on sales of securities

1

-

1

-

Other

47

21

66

43

Total noninterest income

4,476

4,075

8,440

7,358



Noninterest expenses

Salaries and employee benefits

5,510

5,357

11,010

10,134

Occupancy

523

497

1,131

1,067

4

Equipment

706

654

1,453

1,324

Supplies

132

168

292

310

Professional and other outside expense

756

755

1,526

2,470

Data processing

519

782

994

1,602

Marketing

258

237

447

435

Credit expense

259

263

449

449

FDIC insurance expense

118

120

254

262

Amortization of intangibles

140

140

280

280

Other

390

482

840

948

Total noninterest expenses

9,311

9,455

18,676

19,281



Income before income taxes

4,069

3,398

7,548

4,438



Income tax expense

829

694

1,534

891



Net Income

$3,240

$2,704

$6,014

$3,547



Weighted average shares outstanding - basic and diluted

4,543,338

4,543,338

4,543,338

4,543,338



Net income per common share - basic and diluted

$0.71

$0.60

$1.32

$0.78



5



Bank of the James Financial Group, Inc. and Subsidiaries

Dollar amounts in thousands, except per share data

unaudited



Selected Data:

Three

months

ending

Jun 30,

2026

Three

months

ending

Jun 30,

2025

Change

Year to

date

ending

Jun 30,

2026

Year to

date

ending

Jun 30,

2025

Change

Interest income

$12,287

$11,638

5.58%

$24,136

$22,873

5.52%

Interest expense

3,033

3,388

-10.48%

6,148

6,903

-10.94%

Net interest income

9,254

8,250

12.17%

17,988

15,970

12.64%

Provision for (recovery of) credit losses

350

(528)

-166.29%

204

(391)

-152.17%

Noninterest income

4,476

4,075

9.84%

8,440

7,358

14.71%

Noninterest expense

9,311

9,455

-1.52%

18,676

19,281

-3.14%

Income taxes

829

694

19.45%

1,534

891

72.17%

Net income

3,240

2,704

19.82%

6,014

3,547

69.55%

Weighted average shares outstanding - basic and diluted

4,543,338

4,543,338

-

4,543,338

4,543,338

-

Basic and diluted net income per share

$0.71

$0.60

$0.11

$1.32

$0.78

$0.54



Balance Sheet at

period end:

Jun 30,

2026

Dec 31,

2025

Change

Jun 30,

2025

Dec 31,

2024

Change

Loans, net

$686,084

$661,357

3.74%

$649,089

$636,552

1.97%

Loans held for sale

5,651

3,472

62.76%

4,226

3,616

16.87%

Total securities

240,413

217,718

10.42%

200,183

191,522

4.52%

Total deposits

935,184

937,129

-0.21%

910,527

882,404

3.19%

Stockholders' equity

83,153

80,048

3.88%

71,665

64,865

10.48%

Total assets

1,041,307

1,039,024

0.22%

1,004,242

979,244

2.55%

Shares outstanding

4,543,338

4,543,338

-

4,543,338

4,543,338

-

Book value per share

$18.30

$17.62

$0.68

$15.77

$14.28

$1.49



Daily averages:

Three

months

ending

Jun 30,

2026

Three

months

ending

Jun 30,

2025

Change

Year to

date

ending

Jun 30,

2026

Year to

date

ending

Jun 30,

2025

Change

Loans

$672,887

$653,758

2.93%

$668,200

$650,292

2.75%

Loans held for sale

3,978

3,657

8.78%

3,481

3,027

15.00%

Total securities (book value)

266,241

224,411

18.64%

254,182

221,625

14.69%

Total deposits

953,084

920,286

3.56%

950,100

921,241

3.13%

Stockholders' equity

82,476

68,256

20.83%

81,811

66,526

22.98%

Interest earning assets

1,002,566

961,123

4.31%

998,450

964,062

3.57%

Interest bearing liabilities

818,203

795,621

2.84%

819,475

798,331

2.65%

Total assets

1,058,803

1,020,390

3.76%

1,054,914

1,020,182

3.40%

6

Financial Ratios:

Three

months

ending

Jun 30,

2026

Three

months

ending

Jun 30,

2025

Change

Year to

date

ending

Jun 30,

2026

Year to

date

ending

Jun 30,

2025

Change

Return on average assets

1.23%

1.06%

0.17

1.15%

0.70%

0.45

Return on average equity

15.76%

15.89%

-0.13

14.82%

10.75%

4.07

Net interest margin (tax-equivalent)

3.71%

3.45%

0.26

3.64%

3.34%

0.3

Efficiency ratio

67.82%

76.71%

-8.89

70.67%

82.65%

-11.98

Average equity to average assets

7.79%

6.69%

1.10

7.76%

6.52%

1.24



Allowance for credit losses:

Three

months

ending

Jun 30,

2026

Three

months

ending

Jun 30,

2025

Change

Year to

date

ending

Jun 30,

2026

Year to

date

ending

Jun 30,

2025

Change

Beginning balance

$6,201

$7,022

-11.69%

$6,450

$7,044

-8.43%

Provision for (recovery of) credit losses*

410

(555)

-173.87%

318

(526)

-160.46%

Charge-offs

(90)

(160)

-43.75%

(312)

(223)

39.91%

Recoveries

76

1

7500.00%

141

13

984.62%

Ending balance

6,597

6,308

4.58%

6,597

6,308

4.58%

* does not include provision for or recovery of unfunded loan commitment liability



Nonperforming assets:

Jun 30,

2026

Dec 31,

2025

Change

Jun 30,

2025

Dec 31,

2024

Change

Total nonperforming loans

$1,091

$1,704

-35.97%

$1,846

$1,640

12.56%

Other real estate owned

-

-

N/A

-

-

N/A

Total nonperforming assets

1,091

1,704

-35.97%

1,846

1,640

12.56%



Asset quality ratios:

Jun 30,

2026

Dec 31,

2025

Change

Jun 30,

2025

Dec 31,

2024

Change

Nonperforming loans to total loans

0.16%

0.26%

-0.10

0.28%

0.25%

0.02

Allowance for credit losses for loans to total loans

0.95%

0.97%

-0.02

1.08%

1.09%

(0.01)

Allowance for credit losses for loans to nonperforming loans

604.67%

378.52%

226.15

3.90

4.30

-39.20



7

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Jul. 28, 2026

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BANK OF THE JAMES FINANCIAL GROUP, INC.

Entity File Number

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Entity Incorporation, State or Country Code

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Entity Tax Identification Number

20-0500300

Entity Address, Address Line One

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Entity Address, City or Town

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Area code of city

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

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-Name Exchange Act

-Number 240

-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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-Number 240

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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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-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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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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-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-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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-Section 425

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