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Form 8-K

sec.gov

8-K — FUEL TECH, INC.

Accession: 0001437749-26-025707

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0000846913

SIC: 3564 (INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ftek20260727_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_993595.htm)

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0000846913

0000846913

2026-08-04

2026-08-04

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 4, 2026

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-33059

(Commission

File Number)

20-5657551

(IRS Employer

Identification No.)

Fuel Tech, Inc.

27601 Bella Vista Parkway

Warrenville, IL 60555-1617

630-845-4500

(Address and telephone number of principal executive offices)

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

FTEK

NASDAQ

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 provision:

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 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 August 4, 2026, Fuel Tech, Inc. ("Fuel Tech” or the “Registrant”) issued a press release which contained, among other things, an announcement of Fuel Tech's financial results for the fiscal quarter ended June 30, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(d) Exhibits.

Exhibit No.                   Description

99.1 Release of Fuel Tech, Inc. dated August 4, 2026.

104  Cover Page Interactive Data File (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.

Fuel Tech, Inc.

(Registrant)

Date: August 4, 2026

By:

/s/ Ellen T. Albrecht

Ellen T. Albrecht

Vice President, Chief Financial Officer

and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_993595.htm · Sequence: 2

ex_993595.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

FUEL TECH REPORTS 2026 SECOND QUARTER FINANCIAL RESULTS

WARRENVILLE, Ill., - August 4, 2026 – Fuel Tech, Inc. (NASDAQ: FTEK), a technology company using advanced engineering processes to provide emissions control systems and water treatment technologies in utility and industrial applications, today reported financial results for the second quarter ended June 30, 2026 (“Q2 2026”).

“Revenues for Q2 2026 rose 17% and reflected strong performance from our FUEL CHEM® and Air Pollution Control (“APC”) business segments,” said Vincent J. Arnone, President and CEO. “We are pleased with our performance at the midpoint of the year and remain optimistic about the outlook for each of our business segments for full year 2026. We are preparing for what has historically been a strong third quarter for FUEL CHEM and continue to expect that segment revenues will approximate last year’s results. For APC, including our recently announced contract awards of $3 million, our effective backlog is approximately $17 million, which is more than double the backlog at the end of 2025. In addition, we have commenced engineering work on our recently announced large contract at a publicly-owned Midwest utility. Our business development activities across FUEL CHEM, APC and our DGI® Dissolved Gas Infusion water treatment division are encouraging. As of June 30, 2026, our balance sheet included cash, cash equivalents, and investments of approximately $30 million and no long-term debt.”

Mr. Arnone concluded, “As announced today, Ramesh Nuggihalli will be succeeding me as President and CEO of Fuel Tech effective August 10, 2026.  In getting to know Ramesh during this process, I am confident that his background, temperament, and accomplishments make him exceptionally well positioned to lead Fuel Tech into its next chapter of growth and development. Serving Fuel Tech has been one of the greatest honors of my career, and I am proud of what we have achieved. I look forward to supporting Ramesh and the entire Fuel Tech organization as a member of the Board of Directors.”

Business Segment Performance

All comparisons are to the second quarter ended June 30, 2025 unless otherwise stated.

Revenues generated by the APC segment rose by 11% to $2.8 million in Q2 2026, primarily attributable to the timing of project execution on existing contracts and increased consolidated segment backlog resulting from new project awards. Segment gross margin declined to 36% compared to 44%, due to product and project mix.

Consolidated APC segment backlog at June 30, 2026 was $14.3 million compared to $7.0 million at December 31, 2025. Backlog at June 30, 2026 included the recently awarded APC contracts valued at $10 million associated primarily with a utility grid enhancement project in the Midwest.

FUEL CHEM segment revenue rose 21% to $3.7 million from $3.1 million, primarily due to increased operational dispatch at legacy accounts. Segment gross margin declined to 45% from 47%, the result of demonstration costs, increased freight costs and additional internal labor costs for unit maintenance.

Second Quarter 2026 (“Q2 2026”) Consolidated Results Overview

All comparisons are to the second quarter ended June 30, 2025 unless otherwise stated.

Consolidated revenues for Q2 2026 rose 17% to $6.5 million from $5.6 million, driven by increases in both APC and FUEL CHEM segment revenues.

Consolidated gross margin for Q2 2026 declined to 41% of revenues from 46% of revenues, driven by declines in both APC and FUEL CHEM segment gross margins.

SG&A expenses for Q2 2026 were $3.6 million, or 55.4% of revenues, compared to $3.3 million, or 60.2% of revenues, reflecting higher revenues compared to the prior year period.

Interest income for Q2 2026 was $266,000 compared to $537,000. Income generated is primarily related to interest received on the held-to-maturity debt securities and money market funds. The decrease is related primarily to a one-time, $257,000 collection of the Employee Retention Credit (“ERC”) benefit under the CARES Act in last year’s second quarter.

Net loss in Q2 2026 was $(1.2) million, or $(0.04) per share, compared to net loss of $(0.7) million, or $(0.02) per share.

Adjusted EBITDA loss was $(1.2) million in Q2 2026 compared to an Adjusted EBITDA loss of $(0.9) million.

Financial Condition

As of June 30, 2026, cash and cash equivalents were $7.6 million, short-term investments were $12.0 million, and long-term investments totaled $10.0 million. Stockholders’ equity as of June 30, 2026 was $37.4 million, or $1.20 per share, and the Company had no debt.

Conference Call

Management will host a conference call on Wednesday, August 5, 2026 at 10:00 am ET / 9:00 am CT to discuss the results and business activities. Interested parties may participate in the call by dialing:

(877) 423-9820 (Domestic) or

(201) 493-6749 (International)

The conference call will also be accessible via the Upcoming Events section of the Company’s web site at www.ftek.com. Following management’s opening remarks, there will be a question-and-answer session.

About Fuel Tech

Fuel Tech develops and commercializes state-of-the-art proprietary technologies for air pollution control, process optimization, water treatment, and advanced engineering services. These technologies enable customers to operate in a cost-effective and environmentally sustainable manner. Fuel Tech is a leader in nitrogen oxide (NOx) reduction and particulate control technologies and its solutions have been installed on over 2,100 utility, industrial and municipal units worldwide. The Company’s chemical technologies improves the efficiency, reliability, fuel flexibility, boiler heat rate, and environmental status of combustion units by controlling slagging, fouling, corrosion and opacity. This includes Fuel Tech’s advanced TIFI® Targeted In-Furnace Injection™ technology which offers an innovative solution to fireside treatment on boilers using coal, oil or biomass. Water treatment technologies include DGI®

Dissolved Gas Infusion Systems which utilize a patented saturator and a patent-pending channel injector to deliver supersaturated oxygen solutions and other gas-water combinations to target process applications or environmental issues. This infusion process has a variety of applications in the water and wastewater industries, including remediation, aeration, biological treatment and wastewater odor management. Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. For more information, visit Fuel Tech’s web site at ftek.com.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” as defined in Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and reflect Fuel Tech’s current expectations regarding future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Fuel Tech has tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “plan,” “expect,” “estimate,” “intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to Fuel Tech and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Fuel Tech’s Annual Report on Form 10-K in Item 1A under the caption “Risk Factors,” and subsequent filings under the Securities Exchange Act of 1934, as amended, which could cause Fuel Tech’s actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Fuel Tech undertakes no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in Fuel Tech’s filings with the Securities and Exchange Commission.

CONTACT:

Vince Arnone

President and CEO

(630) 845-4500

Devin Sullivan

Managing Director

The Equity Group Inc.

devin.sullivan@theequitygroup.com

Conor Rodriguez

Associate

The Equity Group Inc.

conor.rodriguez@theequitygroup.com

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

June 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$

7,620

$

11,939

Short-term investments

11,991

12,942

Accounts receivable, less current expected credit loss of $107 and $108, respectively

3,904

5,355

Inventories, net

358

373

Prepaid expenses and other current assets

1,153

1,335

Total current assets

25,026

31,944

Property and equipment, net of accumulated depreciation of $17,608 and $19,433, respectively

4,782

4,739

Goodwill

2,116

2,116

Other intangible assets, net of accumulated amortization of $604 and $561, respectively

604

646

Right-of-use operating lease assets, net

490

536

Long-term investments

9,974

6,991

Other assets

202

207

Total assets

$

43,194

$

47,179

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

2,817

$

3,242

Accrued liabilities:

Operating lease liabilities - current

94

89

Employee compensation

718

1,308

Other accrued liabilities

1,279

1,634

Total current liabilities

4,908

6,273

Operating lease liabilities - non-current

439

491

Deferred income taxes, net

187

187

Other liabilities

293

296

Total liabilities

5,827

7,247

Stockholders’ equity:

Common stock, $.01 par value, 40,000,000 shares authorized, 32,457,627 and 32,281,179 shares issued, and 31,216,789 and 31,074,438 shares outstanding, respectively

324

322

Additional paid-in capital

165,712

165,616

Accumulated deficit

(124,381

)

(121,796

)

Accumulated other comprehensive loss

(1,751

)

(1,718

)

Nil coupon perpetual loan notes

76

76

Treasury stock, at cost

(2,613

)

(2,568

)

Total stockholders’ equity

37,367

39,932

Total liabilities and stockholders’ equity

$

43,194

$

47,179

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per-share data)

Three Months Ended

Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Revenues

$

6,485

$

5,558

$

12,565

$

11,940

Costs and expenses:

Cost of sales

3,810

3,029

7,241

6,452

Selling, general and administrative

3,594

3,347

7,310

6,688

Research and development

646

490

1,175

1,060

8,050

6,866

15,726

14,200

Operating loss

(1,565

)

(1,308

)

(3,161

)

(2,260

)

Interest income

266

537

506

816

Other income, net

79

86

79

20

Loss before income taxes

(1,220

)

(685

)

(2,576

)

(1,424

)

Income tax expense

(10

)

(4

)

(9

)

(4

)

Net loss

$

(1,230

)

$

(689

)

$

(2,585

)

$

(1,428

)

Net loss per common share:

Basic net loss per common share

$

(0.04

)

$

(0.02

)

$

(0.08

)

$

(0.05

)

Diluted net loss per common share

$

(0.04

)

$

(0.02

)

$

(0.08

)

$

(0.05

)

Weighted-average number of common shares outstanding:

Basic

31,181,000

30,868,000

31,137,000

30,796,000

Diluted

31,181,000

30,868,000

31,137,000

30,796,000

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

Three Months Ended

Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Net loss

$

(1,230

)

$

(689

)

$

(2,585

)

$

(1,428

)

Other comprehensive income (loss):

Foreign currency translation adjustments

10

11

(33

)

146

Comprehensive loss

$

(1,220

)

$

(678

)

$

(2,618

)

$

(1,282

)

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Six Months Ended

June 30,

2026

2025

Operating Activities

Net loss

$

(2,585

)

$

(1,428

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation

353

327

Amortization

44

18

Interest income on held-to-maturity securities, net of premium amortization and discount accretion

67

(90

)

Provision for credit losses, net of recoveries

(1

)

Stock-based compensation, net of forfeitures

98

212

Changes in operating assets and liabilities:

Accounts receivable

1,434

1,987

Employee retention credit receivable

1,232

Inventory

15

(218

)

Prepaid expenses, other current assets and other non-current assets

182

77

Accounts payable

(417

)

(833

)

Accrued liabilities and other non-current liabilities

(931

)

203

Net cash (used in) provided by operating activities

(1,741

)

1,487

Investing Activities

Purchases of equipment and patents

(399

)

(101

)

Purchases of debt securities

(9,103

)

(4,949

)

Maturities of debt securities

7,000

5,750

Net cash (used in) provided by investing activities

(2,502

)

700

Financing Activities

Taxes paid on behalf of equity award participants

(45

)

(222

)

Net cash used in financing activities

(45

)

(222

)

Effect of exchange rate fluctuations on cash

(31

)

114

Net (decrease) increase in cash and cash equivalents

(4,319

)

2,079

Cash and cash equivalents at beginning of period

11,939

8,510

Cash and cash equivalents at end of period

$

7,620

$

10,589

See notes to condensed consolidated financial statements.

FUEL TECH, INC.

Segment Data- Reporting Segments

(Unaudited)

(in thousands)

Information about reporting segment net sales and gross margin from operations is provided below:

Air

Pollution

FUEL

Three months ended June 30, 2026

Control Segment

CHEM

Segment

Other

Total

Revenues from external customers

$

2,785

$

3,700

$

$

6,485

Cost of sales

(1,775

)

(2,035

)

(3,810

)

Gross margin

1,010

1,66

2,675

Selling, general and administrative

(3,594

)

(3,594

)

Research and development

(646

)

(646

)

Income (loss) from operations

$

1,010

$

1,66

$

(4,240

)

$

(1,565

)

Air

Pollution

FUEL

Three months ended June 30, 2025

Control Segment

CHEM Segment

Other

Total

Revenues from external customers

$

2,505

$

3,053

$

$

5,558

Cost of sales

(1,406

)

(1,623

)

(3,029

)

Gross margin

1,099

1,430

2,529

Selling, general and administrative

(3,347

)

(3,347

)

Research and development

(490

)

(490

)

Income (loss) from operations

$

1,099

$

1,430

$

(3,837

)

$

(1,308

)

Air

Pollution

FUEL

Six months ended June 30, 2026

Control Segment

CHEM Segment

Other

Total

Revenues from external customers

$

4,389

$

8,176

$

$

12,565

Cost of sales

(2,764

)

(4,482

)

(7,246

)

Gross margin

1,625

3,694

5,319

Selling, general and administrative

(7,310

)

(7,310

)

Research and development

(1,170

)

(1,170

)

Income (loss) from operations

$

1,625

$

3,694

$

(8,480

)

$

(3,161

)

Air

Pollution

FUEL

Six months ended June 30, 2025

Control Segment

CHEM Segment

Other

Total

Revenues from external customers

$

3,808

$

8,132

$

$

11,940

Cost of sales

(2,284

)

(4,168

)

(6,452

)

Gross margin

1,524

3,964

5,488

Selling, general and administrative

(6,688

)

(6,688

)

Research and development

$

(1,060

)

(1,060

)

Income (loss) from operations

$

1,524

$

3,964

$

(7,748

)

$

(2,260

)

FUEL TECH, INC.

Geographic Segment Financial Data

(Unaudited)

(in thousands)

Information concerning our operations by geographic area is provided below. Revenues are attributed to countries based on the location of the end-user. Assets are those directly associated with operations of the geographic area.

Three Months Ended

Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Revenues:

United States

$

5,901

$

4,442

$

11,148

$

9,801

Foreign

584

1,116

1,417

2,139

$

6,485

$

5,558

$

12,565

$

11,940

June 30,

December 31,

2026

2025

Assets:

United States

$

40,636

$

44,345

Foreign

2,558

2,834

$

43,194

$

47,179

FUEL TECH, INC.

RECONCILIATION OF GAAP NET LOSS TO EBITDA AND ADJUSTED EBITDA

(in thousands)

Three Months Ended

Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Net Loss

$

(1,230

)

$

(689

)

$

(2,585

)

$

(1,428

)

Interest income

(266

)

(537

)

(506

)

(816

)

Income tax expense

10

4

9

4

Depreciation expense

178

163

353

327

Amortization expense

18

9

44

18

EBITDA

(1,290

)

(1,050

)

(2,685

)

(1,895

)

Stock compensation expense

42

102

98

212

Adjusted EBITDA

$

(1,248

)

$

(948

)

$

(2,587

)

$

(1,683

)

Adjusted EBITDA

To supplement the Company's consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), the Company has provided an Adjusted EBITDA disclosure as a measure of financial performance. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation expense, amortization expense, and stock compensation expense. The Company's reference to these non-GAAP measures should be considered in addition to results prepared in accordance with GAAP standards, but are not a substitute for, or superior to, GAAP results.

Adjusted EBITDA is provided to enhance investors' overall understanding of the Company's current financial performance and ability to generate cash flow, which we believe is a meaningful measure for our investor and analyst communities. In many cases non-GAAP financial measures are utilized by these individuals to evaluate Company performance and ultimately determine a reasonable valuation for our common stock. A reconciliation of Adjusted EBITDA to the nearest GAAP measure of net income (loss) has been included in the above financial table.

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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

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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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-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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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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-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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