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Form 8-K

sec.gov

8-K — FARADAY FUTURE INTELLIGENT ELECTRIC INC.

Accession: 0001213900-26-060664

Filed: 2026-05-22

Period: 2026-05-22

CIK: 0001805521

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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):

May 22, 2026

Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39395

84-4720320

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

18455 S. Figueroa Street

Gardena, CA

90248

(Address of principal executive offices)

(Zip Code)

(424) 276-7616

(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

Class A common stock, par value $0.0001 per share

FFAI

The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share

FFAIW

The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2026, the Company held an annual meeting

of stockholders (the “Annual Meeting”). The purpose of the Annual Meeting was described in the Company’s definitive

proxy statement as filed with the Securities and Exchange Commission on April 28, 2026 (the “Definitive Proxy Statement”).

As of April 15, 2026, the record date for

the Annual Meeting (the “Record Date”), there were 303,554,913 shares of Class A common stock, par value $0.0001 per

share (the “Class A Common Stock”), 6,667 shares of Class B common stock, par value $0.0001 per share ( the “Class

B Common Stock” and together with Class A Common Stock, the “Common Stock”), 5,695,515 shares of Series B

preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”), 11,502 shares of Series C Convertible

Preferred Stock par value $0.0001 per share (the “Series C Preferred Stock”), with each share of

Series C Preferred Stock having 3,846 votes, and one share of Series A preferred stock, par value $0.0001 per share (the

“Series A Preferred Stock” and collectively with the Common Stock, Series B Preferred Stock and Series C Preferred

Stock, the “Voting Shares”) outstanding and entitled to vote. A total of 130,801,521 shares of Common Stock, Series B

Preferred Stock and Series C Preferred Stock and one share of the Series A Preferred Stock were present at the Annual Meeting, by

virtual attendance or by proxy, which represents approximately 42.29% of the Voting Shares (constituting a quorum), as of the Record

Date.

Set forth below are the final voting results,

based on the certified final report provided by the inspector of elections of the Annual Meeting, for Proposal 1, Proposal 2, Proposal

3, Proposal 4, Proposal 5, Proposal 6, Proposal 7, Proposal 8 and Proposal 9 (collectively, the “Proposals”), each of which

is set forth below and described in detail in the Definitive Proxy Statement.

Proposal 1: Direct Election Proposal

The Company’s stockholders elected each

of the five director nominees, Jiawei Wang, Xiao Jiang, Kevin Chen, Chad Chen and Lev Peker, to hold office until the 2027 annual meeting

of stockholders and until their respective successors have been duly elected and qualified, or until their earlier death, resignation

or removal. The final voting results are as follows:

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

Jiawei Wang

69,010,038

2,149,671

193,704

103,682,297

Xiao Jiang

68,679,012

2,495,590

178,811

103,682,297

Chad Chen

65,269,712

5,858,861

224,840

103,682,297

Kevin Chen

68,040,068

3,107,564

205,781

103,682,297

Lev Peker

62,949,057

8,190,401

213,955

103,682,297

Proposal 2: Note Purchase Proposal

The Company’s stockholders approved the

issuance of Class A Common Stock to holders of certain promissory notes, in accordance with Nasdaq Listing Rule 5635(d). The final voting

results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

67,393,685

3,791,621

168,107

103,682,297

1

Proposal 3: Share Issuance Proposal

The Company’s stockholders approved the

issuance of Class A Common Stock to holders of certain shares of preferred stock and warrants, in accordance with Nasdaq Listing Rule

5635(d). The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

23,132,465

3,813,395

170,861

103,682,297

Proposal 4: Incentive Plan Proposal

The Company’s stockholders approved an amendment

to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of Class

A Common Stock available for issuance under the 2021 Plan by an additional 50,492,075 shares. The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

60,488,485

10,706,602

158,326

103,682,297

Proposal 5: Share Authorization Proposal

The Company’s stockholders approved an amendment

to the Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”), to increase the number of authorized

shares of Common Stock by 140,528,448, from 312,285,439 shares to 452,813,887 shares (representing an increase of 45%), and increase the

number of authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), by

10,839,269 shares, from 24,087,265 shares to 34,926,534 shares, so that the total number of authorized shares of Company’s

Common Stock and Preferred Stock will be increased from 336,372,704 shares to 487,740,421 shares. Pursuant to the Charter, the Company

currently has 24,087,265 shares of its Preferred Stock and 312,285,439 shares of Common Stock authorized, including (i) 307,855,751 shares

of Class A Common Stock and (ii) 4,429,688 shares of Class B Common Stock. The final voting results, including 10,000,000,000

votes represented by the share of Series A Preferred Stock voted in the same proportion as the votes cast by shares of Common Stock, are

as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,039,712,675

2,008,308,966

23,331,772

103,682,297

Proposal 6: Reverse Stock Split Proposal

The Company’s stockholders approved an amendment

to the Charter to effect a reverse stock split of the Common Stock by a ratio of any whole number in the range up to 1-for-150, with such

ratio to be determined in the discretion of the Company’s board of directors (the “Board”) and with such action to be

effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Annual Meeting. The

final voting results, including 10,000,000,000 votes represented by the share of Series A Preferred Stock voted in the same proportion

as the votes cast by shares of Common Stock on Proposal 6, are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

9,586,472,999

492,461,948

96,100,763

N/A

Proposal 7: Say-on-Pay Proposal

The Company’s stockholders approved the

compensation of the Company’s named executive officers. The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

68,268,057

2,858,365

226,991

103,682,297

2

Proposal 8: Say-on-Frequency Proposal

The Company’s stockholders approved to conduct

stockholder advisory votes on named executive officer compensation for every three years.

One Yar

Two Years

Three Years

Abstentions

Broker Non-Votes

11,137,703

403,016

58,255,995

1,556,699

103,682,297

Proposal 9: Adjournment Proposal

The Company’s stockholders approved the

adjournments of the Annual Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate,

if sufficient votes are not represented at the Annual Meeting to approve one or more Proposals at the time of such adjournment or if otherwise

determined by the chairperson of the Special Meeting to be necessary or appropriate, by the following vote:

Votes For

Votes Against

Abstentions

Broker Non-Votes

154,388,837

20,320,356

326,517

N/A

Item 7.01 Regulation FD Disclosure

On May 22, 2026, the Company issued a press release

with respect to the voting results and the conclusion of the Annual Meeting set forth in Item 5.07 of this Current Report on Form 8-K.

A copy of each press release is furnished hereto as Exhibit 99.1, and incorporated herein by reference.

The information in this Item 7.01 of this Current

Report on Form 8-K (including Exhibit 99.1) 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, and shall not be incorporated

by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be

expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated May 22, 2026.

104

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

3

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.

FARADAY FUTURE INTELLIGENT ELECTRIC INC.

Date: May 22, 2026

By:

/s/ Koti Meka

Name:

Koti Meka

Title:

Chief Financial Officer

4

EX-99.1 — PRESS RELEASE DATED MAY 22, 2026

EX-99.1

Filename: ea029205601ex99-1.htm · Sequence: 2

Exhibit 99.1

Faraday Future

Announces Results of Annual Meeting of Stockholders;

Successfully Approved All Proposals Designed to Enhance the Company’s

Financial

Stability and to Accelerate Its EAI Robotics Strategy and Execution

● The Company thanks all stockholders for their support

and for recognizing the company’s strategy, business direction, and the new executive leadership team.

● As the first U.S company to sell and deliver both

humanoid and bionic robots, approval of the core proposals gives FF necessary tools to unlock value from production ramp-up, support large-scale

deployment across real-world users, and strengthen its first-mover advantage.

● FF has raised the full-year shipment target from

1,000 to 1,500 units and will launch a new EAI Robotics product in June. Next, it plans to speed up deliveries of EAI robots and deployment

across key areas including education, security, reception, tours, performances, and university research; advance its EAI brain and developer

platform; and expand real-world data value from its EAI data factory, to achieve long-term corporate value growth.

● The Company has secured a total of $70 million in

financing over the past two months, enough to fully support the Phase 1 (by end of 2026) objective of FF’s EAI robotics strategy

while the financing also demonstrates institutional investors’ confidence in the Company’s prospects.

● The approved 45% authorized share increase will

support future issuance obligations and the 2026 strategic plan, including the global EAI strategy.

● The

approved reverse stock split is intended, among other factors, as a contingency measure to mitigate delisting risk and would be implemented

only if the Company deems it necessary to maintain its Nasdaq listing status and the board of directors (the “Board”) determines

it is in the best interests of stockholders.

LOS ANGELES, CA (May 22, 2026) -- Faraday

Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a California-based

global Embodied AI (EAI) ecosystem company, today announced the results of its 2026 Annual Meeting of Stockholders (the “Annual

Meeting”) held today, May 22nd, at which the Company’s stockholders approved all of the submitted proposals, which

were meant to enhance FF’s financial stability and empower the leadership team to execute its strategic plan aimed at supporting

the Company’s Global EAI Robotics strategic execution and long-term growth.

“We are pleased with the overwhelming support

from our stockholders at today’s Annual Meeting,” said YT Jia, Faraday Future’s Founder and Global CEO. “We believe

that, as owners of our Company, our stockholders see the true value in our newly announced long-term strategy and have provided us the

tools we need to execute our plan and bring forth strong results. The results of this AGM help to validate our vision of becoming a Physical

AI ecosystem company.”

The core proposals that FF Stockholders approved

at the Annual Meeting include:

1. Directors Election Proposal

The election of five directors: Jerry Wang,

Xiao Jiang, Chad Chen, Kevin Chen, and Lev Peker. These individuals will serve until the 2027 Annual Meeting of Stockholders and until

their respective successors are duly elected and qualified.

Approval of this proposal will help support

the Company’s strategic continuity, strengthen closed-loop oversight from financing through performance, enhance internal and external

trust and cohesion, and improve the effectiveness and efficiency of EAI ecosystem strategy execution. Through governance optimization

measures, the Company is aiming to fulfil its commitment to protecting the interests of its stockholders.

2. Note Purchase Proposal

In accordance with Nasdaq Listing Rule

5635(d), the issuance of Class A Common Stock to holders of certain promissory notes.

On April 17, 2026, the Company entered

into a notes purchase agreement (the “NPA”) for an aggregate amount of $45 million with an institutional investor. The redemption

provisions contained in such promissory notes, which provide that such promissory notes are redeemable under certain circumstances in

either cash or shares of common stock following the six-month anniversary of closing, based on the markup price upon such redemption.

The Company believes the structure demonstrates its commitment to protecting existing stockholders while using raised capital to grow

its business.

This approval of the Note Purchase Proposal

will provide the Company with critical capital and support the Company’s Global EAI Strategy execution throughout 2026, driving

business growth and enhancing stockholder value.

For more information on the NPA and the

related financing, please refer to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission

on April 20, 2026.

3. Share Issuance Proposal

The issuance of Common Stock to the holder

of certain shares of our preferred stock and warrants, in accordance with Nasdaq Listing Rule 5635(d).

Approval of the Share Issuance Proposal

will help the Company meet its contractual obligations, support future capital raising efforts, and enable mutual reinforcement between

its core EAI business and the digital asset ecosystem.

4. Share Authorization Proposal

Increase the number of authorized shares of Class A common stock and Class B common stock (collectively, the “Common Stock”)

by 140,528,448 shares, from 312,285,439 shares to 452,813,887 shares, and the number of authorized shares of preferred stock (the

“Preferred Stock”) by 10,839,269 shares, from 24,087,265 shares to 34,926,534 shares. As a result, the total number of

authorized shares of the Company’s Common Stock and Preferred Stock will increase from 336,372,704 shares to 487,740,421 shares.

The Board believes it is desirable for the Company to have a sufficient number of shares of Common Stock available for the satisfaction

of its existing obligations to issue shares of Common Stock and possible future financings or acquisition transactions, stock dividends

or splits, stock issuances pursuant to employee benefit plans and other proper corporate purposes.

2

5. Reverse Stock Split Proposal

Approval to effect a reverse stock split

of the issued and outstanding shares of Common Stock by a ratio of up to 1-for-150 (the “Reverse Stock Split”), at the specific

ratio to be determined in the discretion of the Board and with such action to be effected at such time and date, if at all, as determined

by the Board within one year after the conclusion of the Annual Meeting.

The Company remains committed to organically

enhancing its value and maintaining its listing status through business development. The Company reiterates that it will reverse split

its shares only if necessary to maintain its Nasdaq listing status.

Though approved, the Board will implement

the Reverse Stock Split if and when the Board determines that the Reverse Stock Split is in the best interest of the Company’s stockholders,

which may include reference to the following principles: (i) the closing price of the Company’s common stock is at a level that

could trigger a Nasdaq delisting risk due to trading below $0.10; or (ii) sufficiently in advance of the expiration of the applicable

Nasdaq 180-day compliance period to allow a reasonable implementation period, the Company’s common stock has not regained compliance

with the $1.00 minimum bid price requirement, and delisting risk exists. However, the Board is not required to strictly apply the foregoing

standards and shall retain full discretion in making its determination.

6. Incentive Plan Proposal

The Company’s amendment to the Faraday

Future Intelligent Electric Inc. Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) in order to increase the

number of shares of Class A common stock available for issuance under the 2021 Plan by an additional 50,492,075 shares.

Approval of the Incentive Plan Proposal

will allow the Company to continue offering long-term equity incentives as an alternative to cash compensation to help attract, retain

and incentivize key talent in support of the execution of our EAI strategy.

Meeting Details

The Annual Meeting occurred on May 22, 2026, at 9:00

a.m. Pacific Time. More details about the results can be found here: https://investors.ff.com/

ABOUT FARADAY FUTURE

Founded in 2014, Faraday Future (FF) is a U.S.-based

Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies.

FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused

robots. By building a Three-in-One ecosystem of “Device, Data, EAI Brain & Open-Source and Open Platform,” FF aims to

create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger

product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and

lead to the advancement of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ff.com/

FORWARD LOOKING STATEMENTS

This press release includes “forward-looking

statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.

When used in this press release, the words “plan to,” “can,” “will,” “should,” “future,”

“potential,” and variations of these words or similar expressions (or the negative versions of such words or expressions)

are intended to identify forward-looking statements. These forward-looking statements, which include statements regarding FF’s entry

into the embodied AI robotics market and future deliveries, involve a number of known and unknown risks, uncertainties, assumptions and

other important factors, many of which are outside the Company’s control, which could cause actual results or outcomes to differ

materially from those discussed in the forward-looking statements.

3

Important factors that may affect actual results

or outcomes include, among others: demand for our robotics products; competition in the robotics industry, which includes companies with

far superior experience, funding and name recognition; our reliance on a single OEM for most of our robotics products; our ability to

get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely

supply robotics to the Company; the ability of the Company to adequately insure its robotics products; tariff uncertainty for imported

products, particularly from China; the ability of the U.S. Department of Commerce to review, condition, or prohibit robotics-related transactions

with a China OEM; demand from automobile dealers for robotics products; the Company’s ability to maintain its listing on Nasdaq;

the Company’s ability to timely regain compliance with Nasdaq’s minimum bid requirement; the possibility of the Company’s

common stock being suspended from trading on Nasdaq if its closing price is $0.10 or less for 10 consecutive trading days; the availability

of sufficient share capital to execute on its strategy, which the Company currently lacks; the agreement of stockholders to substantially

increase the Company’s share capital, which could result in substantial additional dilution; the Company’s ability to homologate

FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which will be substantial;

the Company’s ability to secure an occupancy certificate for its Hanford facility; the Company’s ability to continue as a

going concern and improve its liquidity and financial position; the Company’s ability to pay its outstanding obligations; the Company’s

ability to remediate its material weaknesses in internal control over financial reporting and the risks related to the restatement of

previously issued consolidated financial statements; the Company’s limited operating history and the significant barriers to growth

it faces; the Company’s history of losses and expectation of continued losses; the success of the Company’s payroll expense

reduction plan; the Company’s ability to execute on its plans to develop and market its vehicles and robots and the timing of these

development programs; the Company’s estimates of the size of the markets for its vehicles and robots and cost to bring those vehicles

to market; the rate and degree of market acceptance of the Company’s vehicles; the Company’s ability to cover future warranty

claims; the success of other competing manufacturers; the performance and security of the Company’s vehicles; current and potential

litigation involving the Company; the Company’s ability to receive funds from, satisfy the conditions precedent of and close on

the various financings described elsewhere by the Company; the result of future financing efforts, the failure of any of which could result

in the Company seeking protection under the Bankruptcy Code; the Company’s indebtedness; the Company’s ability to cover future

warranty claims; the Company’s ability to use its “at-the-market” program; insurance coverage; general economic and

market conditions impacting demand for the Company’s products; potential negative impacts of a reverse stock split; potential cost,

headcount and salary reduction actions may not be sufficient or may not achieve their expected results; circumstances outside of the Company’s

control, such as natural disasters, climate change, health epidemics and pandemics, terrorist attacks, and civil unrest; risks related

to the Company’s operations in China; the success of the Company’s remedial measures taken in response to the Special Committee findings;

the Company’s dependence on its suppliers and contract manufacturer; the Company’s ability to develop and protect its technologies;

the Company’s ability to protect against cybersecurity risks; and the ability of the Company to attract and retain employees, any adverse

developments in existing legal proceedings or the initiation of new legal proceedings, and volatility of the Company’s stock price.

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”

section of the Company’s Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026; and other documents

filed by the Company from time to time with the SEC.

No Offer or Solicitation of Securities

This communication shall not constitute an offer

to sell or a solicitation of an offer to buy any securities of FF, nor shall there be any sale of securities in any state or jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10

of the Securities Act of 1933, as amended.

CONTACTS:

Investors (English): ir@ff.com

Investors (Chinese): cn-ir@ff.com

Media: john.schilling@ff.com

4

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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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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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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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