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Form 8-K

sec.gov

8-K — Great Elm Capital Corp.

Accession: 0001193125-26-204241

Filed: 2026-05-04

Period: 2026-05-01

CIK: 0001675033

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — gecc-20260501.htm (Primary)

EX-99.1 (gecc-ex99_1.htm)

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8-K

8-K (Primary)

Filename: gecc-20260501.htm · Sequence: 1

8-K

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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 01, 2026

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01211

81-2621577

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3801 PGA Boulevard, Suite 603

Palm Beach Gardens, Florida

33410

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 375-3006

(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, par value $0.01 per share

GECC

Nasdaq Global Market

5.875% Notes due 2026

GECCO

Nasdaq Global Market

8.50% Notes due 2029

GECCI

Nasdaq Global Market

8.125% Notes due 2029

GECCH

Nasdaq Global Market

7.75% Notes due 2030

GECCG

Nasdaq Global 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 May 4, 2026, Great Elm Capital Corp. ("we," "us," "our" or the "Company") issued the press release furnished as exhibit 99.1 to this report.

The foregoing information (including the exhibit hereto) 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On May 1, 2026, the Company's board of directors appointed Jason W. Reese to serve as the Company’s Chief Executive Officer effective immediately following the filing of the Company’s Form 10-Q for the period ended March 31, 2026. Upon Mr. Reese's assumption of this role, Matt Kaplan, who was appointed President and Chief Executive Officer of the Company effective March 4, 2022, concluded his service as the Company's President and Chief Executive Officer. This decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or procedures. Mr. Kaplan will remain with the Company’s external investment adviser, Great Elm Capital Management, LLC (“GECM”), as a portfolio manager.

Mr. Reese will not receive compensation from the Company for his service as Chief Executive Officer.

Mr. Reese, 60, is the Co-Founder, Chairman and CEO of Imperial Capital Asset Management, LLC (“ICAM”) and the Co-Founder of Imperial Capital, LLC (“Imperial Capital”), both founded in 1997. ICAM has managed various hedge funds, investment partnerships, a private REIT and a private equity fund. Imperial Capital is a registered broker-dealer. During his time at Imperial Capital, Mr. Reese formed Monomoy Properties REIT, LLC in 2014, focusing on the Industrial Outdoor Storage sector and continues to serve on the Board of Directors. Mr. Reese is also a founding member of City Ventures, LLC, a California-based private home builder, and has served on the Board of Directors since its inception in 2009. Prior to Imperial Capital, Mr. Reese was a principal with Gordon Investment Corporation (“Gordon”), a merchant banking firm in New York and Dallas, where he focused on investing in distressed real estate transactions, high yield securities and leveraged buyouts. Prior to his time with Gordon, Mr. Reese worked in the Corporate Finance Group at PaineWebber in New York. Mr. Reese graduated with honors from Yale University with a B.S. in Electrical Engineering.

Mr. Reese also serves a member of the investment committee of GECM, and as CEO and Chairman of the board of directors Great Elm Group, Inc. (“GEG”), the parent company of GECM. GEG owns approximately 9.7% of our common stock as of the date hereof.

We have entered into various agreements with GEG and GECM, including a license agreement with GEG and our Investment Management Agreement and our Administration Agreement with GECM, each as disclosed in our Annual Reports on Form 10-K filed with the Securities and Exchange Commission.

GECM has also entered into the Shared Services Agreement, pursuant to which ICAM makes available to GECM certain back-office employees of ICAM to provide services to GECM in exchange for reimbursement by GECM of the allocated portion of such employees’ time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report but shall not be deemed filed:

Exhibit

Number

Description

99.1

Earnings Press Release, dated May 4, 2026.

104

The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

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.

Great Elm Capital Corp.

Date:

May 4, 2026

By:

/s/ Keri Davis

Keri Davis

Chief Financial Officer

EX-99.1

EX-99.1

Filename: gecc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Great Elm Capital Corp. Announces

First Quarter 2026 Financial Results

Company to Host Conference Call and Webcast at 8:30 AM ET on May 5, 2026

Jason Reese, Executive Chairman of the Board of Directors, Appointed as CEO of the Company

GECC’s Investment Adviser Waives 2Q26 Incentive Fees, Following the Waiver of $2.8 Million, or $0.20 Per Share, of Accrued Incentive Fees through March 31, 2026

Net Investment Income (“NII”) of $0.36 Per Share in 1Q26 Grew Approximately 13% Quarter-over-Quarter

NAV of $7.74 Per Share as of March 31, 2026

Called or Repurchased All $57.5 Million of GECCO Notes due June 2026, Leaving No Funded Debt Maturity Until 2029

Strong Liquidity Position with Approximately $10 Million of Cash and Equivalents, $50 Million of Revolving Credit Facility Availability, and Ample Liquid Assets as of March 31, 2026

Repurchased Approximately 1% of GECC's Outstanding Shares at an Average 36% Discount to March 31, 2026, NAV

Board Declares $0.25 Per Share Distribution for 2Q26, Resulting in an Annualized Dividend Yield of 18% on GECC’s Closing Price as of May 1, 2026

PALM BEACH GARDENS, Florida, May 4, 2026 – Great Elm Capital Corp. (“we,” “our,” the “Company” or “GECC”) (NASDAQ: GECC), a business development company, today announced its financial results for the first quarter ended March 31, 2026.

Management Commentary

Jason Reese, Chairman of the Board of Directors and Chief Executive Officer of the Company stated, “I am honored to step into the role of CEO of GECC. In my first few months as Executive Chairman, I have focused on executing a clear mandate: Strengthening oversight, protecting shareholder value, and reinforcing accountability across the platform. The progress we have made this quarter reflects that commitment. We have brought greater rigor, transparency, and accountability to the platform, and I am encouraged by the direction of the portfolio and the quality of the team executing on our strategy. I would like to thank Matt Kaplan for his leadership during his tenure as CEO. Matt will continue in his role as Portfolio Manager.

The Manager's decision to waive all accrued and unpaid incentive fees through the second quarter of 2026 demonstrates alignment with GECC shareholders. We remain focused on increasing net asset value, improving earnings quality, and positioning GECC for sustainable performance. With a strong foundation in place and continued discipline across credit underwriting and portfolio oversight, I am confident we are well-positioned to navigate the current market environment and deliver attractive, risk-adjusted returns to our investors. Our first quarter results exhibit meaningful progress in building a portfolio positioned for durable, long-term performance. At quarter end, GECC had less than 1% of investments on nonaccrual, a stark contrast to our peers.

While capital deployment remained measured during the quarter given the historically tight spread environment, we expanded our private credit pipeline and further diversified the portfolio. We ended the period with ample liquidity, including meaningful cash on hand, full availability under our revolving credit facility, and a healthy base of liquid assets.”

Recent Board Actions and Shareholder Returns

GECC’s Board of Directors appointed Jason Reese as Chief Executive Officer on May 4, 2026, succeeding Matt Kaplan, following Mr. Reese’s appointment as Executive Chairman on March 2, 2026, to provide seasoned credit investment experience and active management oversight. Mr. Reese currently serves as Chairman and CEO of Great Elm Group, Inc. (NASDAQ: GEG), the parent of the Company’s investment adviser, Great Elm Capital Management, LLC (“GECM” or “Investment Adviser”).

GECM waived all accrued incentive fees through June 30, 2026, in addition to previously waiving all $2.8 million, or $0.20 per share, of accrued incentive fees through March 31, 2026.

The Company’s Board of Directors approved a quarterly dividend of $0.25 per share for the second quarter of 2026, equating to an 18% annualized yield on GECC’s May 1, 2026, closing price of $5.56.

The Company’s Board of Directors authorized a stock repurchase program in October 2025, whereby the Company may opportunistically repurchase up to an aggregate of $10 million of its outstanding common shares. Through May 1, 2026, the Company repurchased approximately 0.1 million shares for $0.5 million, at an average price of $4.98 per share or a 36% discount to the Company’s NAV on March 31, 2026, leaving approximately $9.5 million of remaining capacity under the program for future repurchases.

First Quarter and Recent Operating Highlights

Total investment income (“TII”) for the quarter ended March 31, 2026, was $9.5 million, as compared to $12.6 million for the quarter ended December 31, 2025.

GECC received $2.5 million of cash distributions from the CLO Formation JV, LLC (“CLO JV”) in the quarter ended March 31, 2026, as compared to $4.3 million in the quarter ended December 31, 2025, driven by the uneven cadence of CLO cash flows.

Net investment income (“NII”) for the quarter ended March 31, 2026, was $5.0 million, or $0.36 per share, as compared to $4.4 million, or $0.31 per share, for the quarter ended December 31, 2025.

NII increased, despite lower TII, primarily due to the benefit of the incentive fee waiver.

Net assets were $107.5 million, or $7.74 per share, as of March 31, 2026, as compared to $112.9 million, or $8.07 per share, as of December 31, 2025.

Unrealized losses, primarily resulting from mark-to-market volatility, drove the change in net assets, partially offset by realized gains and the positive impact of the incentive fee waiver.

GECC recently called or repurchased all $57.5 million of GECCO notes, including calling the $18.6 million outstanding balance of the notes for redemption on May 27, 2026.

GECC’s asset coverage ratio was 161.8% as of March 31, 2026, as compared to 158.1% as of December 31, 2025.

Subsequent to quarter end, GECC received an additional $1.2 million distribution from its CoreWeave-related investment, bringing total distributions to date to approximately $8.1 million, well in excess of its $6.0 million original capital investment.

Financial Highlights – Per Share Data

-2-

Q1/2025

Q2/2025

Q3/2025

Q4/2025

Q1/2026

Earnings Per Share (“EPS”)

$0.04

$1.02

($1.79)

($1.57)

$(0.05)

Net Investment Income (“NII”) Per Share

$0.40

$0.51

$0.20

$0.31

$0.36

Net Realized and Unrealized Gains / (Losses) Per Share

($0.36)

$0.51

($1.98)

($1.88)

($0.41)

Net Asset Value Per Share at Period End

$11.46

$12.10

$10.01

$8.07

$7.74

Distributions Paid / Declared Per Share

$0.37

$0.37

$0.37

$0.37

$0.30

Financial Review

Total investment income for the quarter ended March 31, 2026, was $9.5 million, or $0.68 per share. Total expenses for the quarter ended March 31, 2026, were $7.4 million, or $0.53 per share, inclusive of excise tax expense.

Net realized and unrealized losses for the quarter ended March 31, 2026, were approximately $5.7 million, or $0.41 per share, driven by unrealized depreciation in investments, primarily resulting from mark-to-market volatility, partially offset by net realized gains.

Liquidity and Capital Resources

As of March 31, 2026, cash and money market fund investments totaled approximately $10 million. In addition, GECC had $50 million of availability on its revolving line of credit (the “Revolver”) and approximately $4 million of liquid, exchange-traded assets as of March 31, 2026.

As of March 31, 2026, total debt outstanding (par value) was $174.0 million, comprised of $18.6 million 5.875% senior notes due June 2026 (NASDAQ: GECCO), $56.5 million 8.50% senior notes due April 2029 (NASDAQ: GECCI), $41.4 million 8.125% senior notes due December 2029 (NASDAQ: GECCH), and $57.5 million 7.75% senior notes due December 2030 (NASDAQ: GECCG).

Distributions

The Company’s Board of Directors has approved a quarterly cash distribution of $0.25 per share for the quarter ending June 30, 2026, to be paid from distributable earnings. The second quarter distribution will be payable on June 30, 2026, to stockholders of record as of June 15, 2026.

The distribution equates to an 18.0% annualized dividend yield on the Company’s closing market price of $5.56 on May 1, 2026, and a 12.9% annualized dividend yield on the Company’s March 31, 2026, NAV of $7.74 per share.

Stock Repurchase Program

The Company’s Board of Directors authorized a stock repurchase program in October 2025, whereby the Company may opportunistically repurchase up to an aggregate of $10 million of its outstanding common shares. The authorization represents approximately 12% of the Company’s market capitalization as of May 1, 2026. Through May 1, 2026, the Company has repurchased approximately 0.1 million shares for $0.5 million, at an average price of $4.98 per share or a 36% discount to the Company’s NAV on March 31, 2026, leaving approximately $9.5 million of remaining capacity under the program for future repurchases.

-3-

Conference Call and Webcast

GECC will discuss these results in a conference call at 8:30 a.m. ET on May 5, 2026.

Conference Call Details

Date/Time: Tuesday, May 5, 2026 – 8:30 a.m. ET

Participant Dial-In Numbers:

(United States): 877-407-0789

(International): 201-689-8562

To access the call, please dial-in approximately five minutes before the start time and, when asked, provide the operator with passcode “GECC”. An accompanying slide presentation will be available in pdf format via the “Events and Presentations” section of Great Elm Capital Corp.’s website here after the issuance of the earnings release.

Webcast

The call and presentation will also be simultaneously webcast over the internet via the “Events and Presentations” section of GECC’s website or by clicking on the webcast link here.

About Great Elm Capital Corp.

GECC is an externally managed business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses and CLOs. For additional information, please visit http://www.greatelmcc.com.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements include statements regarding our future business plans and expectations. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “continue,” “upside,” “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. The key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, without limitation: conditions in the credit markets, our expected financings and investments, including interest rate volatility, inflationary pressure, the price of GECC common stock and the performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Media & Investor Contact:

Investor Relations

investorrelations@greatelmcap.com

-4-

GREAT ELM CAPITAL CORP.

STATEMENTS OF ASSETS AND LIABILITIES (unaudited)

Dollar amounts in thousands (except per share amounts)

March 31,

2026

December 31, 2025

Assets

Investments

Non-affiliated, non-controlled investments, at fair value (amortized cost of $231,569 and $254,313, respectively)

$

191,783

$

218,381

Non-affiliated, non-controlled short-term investments, at fair value (amortized cost of $9,600 and $32,803, respectively)

9,600

32,803

Affiliated investments, at fair value (amortized cost of $12,379 and $12,379, respectively)

-

-

Controlled investments, at fair value (amortized cost of $94,683 and $94,683, respectively)

75,380

79,887

Total investments

276,763

331,071

Cash and cash equivalents

-

1,834

Receivable for investments sold

1,442

3,215

Interest receivable

2,385

2,182

Dividends receivable

782

1,046

Due from affiliates

178

218

Deferred financing costs

211

256

Prepaid expenses and other assets

1,003

953

Total assets

$

282,764

$

340,775

Liabilities

Notes payable (including unamortized discount of $4,884 and $5,064, respectively)

$

169,143

$

189,319

Payable for investments purchased

3,859

33,652

Interest payable

73

64

Accrued incentive fees payable

-

2,267

Due to affiliates

1,492

1,475

Accrued expenses and other liabilities

720

1,052

Total liabilities

$

175,287

$

227,829

Commitments and contingencies (Note 7)

Net Assets

Common stock, par value $0.01 per share (100,000,000 shares authorized, 13,892,045 shares issued and outstanding and 13,998,168 shares issued and outstanding, respectively)

$

139

$

140

Additional paid-in capital

358,251

358,778

Accumulated losses

(250,913

)

(245,972

)

Total net assets

$

107,477

$

112,946

Total liabilities and net assets

$

282,764

$

340,775

Net asset value per share

$

7.74

$

8.07

-5-

GREAT ELM CAPITAL CORP.

STATEMENTS OF OPERATIONS (unaudited)

Dollar amounts in thousands (except per share amounts)

For the Three Months Ended March 31,

2026

2025

Investment Income:

Interest income from:

Non-affiliated, non-controlled investments

$

5,089

$

6,402

Non-affiliated, non-controlled investments (PIK)

819

611

Controlled investments

812

953

Total interest income

6,720

7,966

Dividend income from:

Non-affiliated, non-controlled investments

159

236

Controlled investments

2,546

3,376

Total dividend income

2,705

3,612

Other income from:

Non-affiliated, non-controlled investments

119

743

Non-affiliated, non-controlled investments (PIK)

-

174

Total other income

119

917

Total investment income

$

9,544

$

12,495

Expenses:

Management fees

$

1,072

$

1,272

Incentive fees

543

1,150

Administration fees

510

355

Custody fees

35

38

Directors’ fees

54

53

Professional services

514

424

Interest expense

4,256

4,251

Other expenses

296

308

Total expenses

$

7,280

$

7,851

Incentive fee waiver

(2,810

)

-

Net expenses

$

4,470

$

7,851

Net investment income before taxes

$

5,074

$

4,644

Excise tax

$

91

$

68

Net investment income

$

4,983

$

4,576

Net realized and unrealized gains (losses):

Net realized gain (loss) on investment transactions from:

Non-affiliated, non-controlled investments

$

2,632

$

264

Realized loss on repurchase of debt

(2

)

-

Total net realized gain (loss)

2,630

264

Net change in unrealized appreciation (depreciation) on investment transactions from:

Non-affiliated, non-controlled investments

(3,851

)

(2,066

)

Controlled investments

(4,507

)

(2,321

)

Total net change in unrealized appreciation (depreciation)

(8,358

)

(4,387

)

Net realized and unrealized gains (losses)

$

(5,728

)

$

(4,123

)

Net increase (decrease) in net assets resulting from operations

$

(745

)

$

453

Earnings per share (basic and diluted):

$

(0.05

)

$

0.04

Weighted average shares outstanding (basic and diluted):

13,984,828

11,544,415

-6-

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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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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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No definition available.

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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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-Publisher SEC

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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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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- Definition

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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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Name Securities Act

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