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Form 8-K

sec.gov

8-K — SOLV Energy, Inc.

Accession: 0001193125-26-218154

Filed: 2026-05-12

Period: 2026-05-11

CIK: 0002065636

SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)

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 — d13275d8k.htm (Primary)

EX-99.1 (d13275dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d13275d8k.htm · Sequence: 1

8-K

false 0002065636 0002065636 2026-05-11 2026-05-11

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 11, 2026

SOLV Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43117

33-4537250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

16680 West Bernardo Drive

San Diego, CA 92127

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 251-4888

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

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

MWH

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 2.02

Results of Operations and Financial Condition.

On May 12, 2026, SOLV Energy, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished with this Item 2.02, 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 liability of that section, and shall not be deemed incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2026, the Company announced that Erik Johnson, the Company’s Chief Strategy Officer, resigned from his role as Chief Strategy Officer of the Company effective as of May 11, 2026 and transitioned to a non-executive employee role. Mr. Johnson will remain an employee of the Company through the end of 2026.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated May 12, 2026, issued by SOLV Energy, Inc.

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 by the undersigned hereunto duly authorized.

Date: May 12, 2026

SOLV ENERGY, INC.

By:

/s/ Adam Forman

Name:

Adam Forman

Title:

Chief Legal Officer

EX-99.1

EX-99.1

Filename: d13275dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

SOLV Energy Reports First Quarter 2026 Results

SAN DIEGO, California – May 12, 2026 – (GLOBE NEWSWIRE)—SOLV Energy, Inc. (“SOLV” or the

“Company”) (Nasdaq: MWH), a leading provider of infrastructure services to the power industry, today announced financial results for the first quarter ended March 31, 2026.

Financial Summary

(in $ millions except percentages)

Three Months Ended March 31,

2026

2025

Revenue

677

408

Gross Profit

119

59

Gross Margin

17.6

%

14.5

%

Net Loss1

(27

)

(1

)

Adjusted Gross Profit2

124

59

Adjusted Gross Margin2

18.4

%

14.5

%

Adjusted EBITDA

93

34

1)

Represents Net Loss before Non-Controlling Interest

2)

Adjusted Gross Profit and Adjusted Gross Margin exclude the impact of the allocation of non-cash compensation expense to cost of revenue

First Quarter 2026 Financial and Recent Business

Highlights

Revenue of $677 million, up 66% year over year

Gross Profit of $119 million, up 102% year over year

Adjusted Gross Profit of $124 million, up 110% year over year

Net loss of $(27) million

Primarily a result of a one-time,

non-cash expense of $521 million related to the modification of legacy equity awards from the reorganization in the IPO

Adjusted EBITDA of $93 million, up 174% year over year

Total backlog as of March 31, 2026 at $8.2 billion

Nearly 22 GW under contract for O&M services

Announced the acquisition of Roberson Waite Electric (“RWE”) providing the Company additional

capabilities and growth opportunities in the utility services market

1)

Included in total non-cash compensation expense in cost of revenue and

SG&A of approx. $65 MM in 1Q26.

“With our IPO complete, our focus remains on execution and delivering exceptional services to

our customers; a commitment reflected in continued strength of our backlog which is now approximately $8.2 billion, ” said George Hershman, Chief Executive Officer of SOLV Energy. “We delivered strong financial results in the first

quarter, and the momentum we are seeing gives us confidence to raise our Adjusted EBITDA guidance for the full year. We are also pleased to have announced the acquisition of Roberson Waite Electric, which expands our capabilities and broadens our

service offerings to the regulated utility market.”

Acquisition of Roberson Waite Electric

On April 30, 2026, the Company entered into an agreement to acquire Roberson Waite Electric (“RWE”), a California-based provider of utility

substation construction, testing, commissioning, and related infrastructure services, for total consideration of $45 million, subject to customary closing adjustments. The consideration includes $36 million to be paid at Closing, with the

remainder to be paid in the subsequent years subject to various performance criteria. The Company expects to close the transaction by the third quarter of 2026.

Announcing New Vice President of Investor Relations

Mike

Adams joined the Company in May as Vice President of Investor Relations. He brings over 20 years of experience primarily in the energy sector, with a broad background spanning investor relations, capital markets, and corporate finance. Throughout

his career, Mike has held senior finance and advisory roles encompassing investor engagement, project and structured finance, treasury, and corporate strategy.

Financial Guidance

Today, the Company is updating its

full year 2026 financial guidance for the year ending December 31, 2026, with expected ranges of:

Revenue of $3.720 billion to $3.820 billion

Adjusted Gross Profit of $610 million to $650 million

Adjusted Gross Margin of 16.4% to 17.0%

Adjusted EBITDA of $435 million to $455 million

Conference Call and Webcast Information

Management will

present results during a conference call today May 12, 2026 at 8:30 a.m. Eastern time.

A live webcast of the conference call, including presentation

materials, can be accessed through the Company’s website at https://investors.solvenergy.com and clicking on “News & Events” under the Investor Relations section. The webcast will be archived on the site for those unable

to listen in real time.

About SOLV

SOLV Energy

(Nasdaq: MWH) is a leading provider of infrastructure services to the power industry, including engineering, procurement, construction, testing, commissioning, operations, maintenance and repowering. Since 2008, we have built more than 500 power

plants, representing 21 GW of generating capacity. SOLV Energy also provides operations and maintenance (O&M) services to 155 power plants, representing nearly 22 GW of generating capacity. In addition to EPC and O&M for utility-scale power

plants and related T&D infrastructure, we offer large-scale repair, emergency response and repowering services and install end-to-end SCADA and network

infrastructure solutions to maximize project performance and energy availability.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995,

which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein. All statements other than statements of historical fact contained in

this press release are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. You can

identify forward-looking statements by the fact that they do not relate strictly to any historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,”

“estimate,” “expect,” “forecast,” “future,” “intend,” “outlook,” “potential,” “project,” “projection,” “plan,”

“seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other similar expressions. You

should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed herein, in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our other filings with the SEC, accessible on the

SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at https://investors.solvenergy.com/financial-information/sec-filings. Important factors that could cause

actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: a wide range of factors, many that

are beyond our control, can impact the timing, performance or profitability of our projects, any of which can result in additional costs to us, reductions or delays in revenues, the payment of liquidated damages by us or project termination; our

results of operations, financial condition and other financial and operational disclosures are based upon estimates and assumptions that may differ from actual results or future outcomes; changes in estimates related to revenues and costs associated

with our contracts with customers could result in a reduction or elimination of revenues, a reduction of profits or the recognition of losses; backlog may not be realized or may not result in profits and may not accurately represent future revenue;

the imposition of additional duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments; our results of operations may vary significantly from quarter to quarter; the reduction,

elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and battery storage specifically; limitations on the availability or an increase in the price of materials, equipment and subcontractors

that we and our customers depend on to complete and maintain projects; our business is labor-intensive, and we may be unable to attract and retain qualified employees or we may incur significant costs in the event we are unable to efficiently manage

our workforce or the cost of labor increases; the loss, or reduction in business from, certain significant customers; many of our contracts may be canceled or suspended on short notice or may not be renewed upon completion or expiration, and we may

be unsuccessful in replacing our contracts; we may fail to adequately recover on contract modifications against project owners for payment or performance; the nature of our business exposes us to potential liability for warranty, engineering and

other related claims;

during the ordinary course of our business, we are subject to lawsuits, claims and other legal proceedings, as well as bonding claims and related reimbursement requirements; we can incur

liabilities or suffer negative financial or reputational impacts relating to health and safety matters; disruptions to our information technology systems or our failure to adequately protect critical data, sensitive information and technology

systems; we have identified material weaknesses in our internal control over financial reporting and if our remediation of the material weaknesses is not effective, or if we otherwise fail to maintain effective internal control over financial

reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations; any deterioration in the quality or reputation of our brands, which can be exacerbated by the effect of social media or

significant media coverage; the loss of, or our inability to attract or keep, key personnel could disrupt our business; our inability to successfully execute our acquisition strategy; we may be unable to compete for projects if we are not able to

obtain surety bonds, letters of credit or bank guarantees; we are generally paid in arrears for our services and may enter into other arrangements with certain of our customers, which could subject us to potential credit or investment risk and the

risk of client defaults; insurance and claims expenses, as well as the unavailability or cancellation of third-party insurance coverage; our business and results of operations are subject to physical risks including those associated with climate

change; our business is subject to operational hazards, including, among others, damage from severe weather conditions and electrical hazards, that can result in significant liabilities, and we may not be insured against all potential liabilities;

increasing scrutiny and changing expectations from various stakeholders with respect to corporate sustainability practices may impose additional costs on us or expose us to reputational or other risks; our unionized workforce and related

obligations; our inability to maintain, protect or enforce our rights in intellectual property; we may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant

damages and could limit our ability to use certain technologies; we use artificial intelligence technologies in our business, and the deployment, use, and maintenance of these technologies involve significant technological and legal risks; negative

macroeconomic conditions and industry-specific market conditions; fluctuations in economic, political, financial, industry and market conditions on a regional, national or global basis, including as a result of, among other things, inflationary

pressure that impacts our costs associated with labor, equipment and materials, increased interest rates, default or threat of default by the U.S. federal government with respect to its debt obligations, U.S. government shutdowns, natural disasters

and other emergencies (e.g., wildfires, weather-related events or pandemics), deterioration of global or specific trade relationships, or acts of war, including but not limited to conflicts in the Middle East, geopolitical conflicts and political

unrest; projects in our industry can have long sales cycles requiring significant upfront investment of resources; our revenues and profitability can be negatively impacted if our customers encounter financial difficulties or file for bankruptcy or

disputes arise with our customers; the highly competitive nature of our business; technological advancements in other forms of power generation could negatively affect our business; regulatory requirements applicable to our industry and changes in

current and potential legislative and regulatory initiatives may adversely affect demand for our services; the unavailability, reduction or elimination of government and economic incentives; we are subject to complex federal, state and other

environmental, health and safety laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities; we are subject to various specific regulatory regimes and

requirements that could result in significant compliance costs and liabilities; any actual or perceived failure to comply with new or existing laws, regulations or other

requirements relating to the privacy, security and processing of personal information; changes in tax laws or our tax estimates or positions; failure to comply with anti-corruption, anti-bribery

and/or international trade laws; violations of export control and/or economic sanctions laws and regulations to which we are subject and changes to U.S. foreign trade policy; immigration laws, including our inability to verify employment

eligibility; our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly; our failure to comply with the covenants contained in the credit agreement could result in an

event of default that could cause repayment of our debt to be accelerated; we may incur substantial additional indebtedness in the future and may not be able to generate sufficient cash to service such indebtedness, and may be forced to take other

actions to satisfy our obligations under such indebtedness, which may not be successful; and the expenses that are required in order to operate as a public company could be material. For additional discussion of factors that could

impact our operational and financial results, please refer to our filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at

https://investors.solvenergy.com/financial-information/sec-filings. The Company assumes no responsibility to update forward-looking statements made herein or otherwise. Should one or more of these risks or

uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking

statements.

Non-GAAP Information

Included in this press release are certain financial measures, including EBITDA, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin that are not

required by or prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and are designed to supplement, and not substitute, the Company’s financial information presented in accordance with GAAP. Our board

of directors, management and investors use EBITDA, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin to assess our financial performance because such measures allow them to compare our operating performance on a consistent basis

across periods by removing the effects of our capital structure (such as carrying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of our management team (such as income taxes). The non-GAAP measures as defined by the Company may not be comparable to similar non-GAAP measures presented by other companies. The presentation of such measures, which may

include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that the Company’s future results, cash flows or leverage will be unaffected by other unusual or

nonrecurring items. Please see the financial tables included with this press release for reconciliations thereof to the most directly comparable GAAP measures.

The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding GAAP measures, due

to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as provisions for income taxes necessary for a quantitative

reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the

Company is unable to address the probable significance of the

unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot predict all of the

components of the adjusted calculations and the GAAP measures may be materially different than the non-GAAP measures.

Investor Contact:

Solebury Strategic Communications /

Anthony Rozmus

InvestorRelations@solvenergy.com

Media

Contact:

Ashley McCarthy

media@solvenergy.com

(Financial Tables to Follow)

Condensed Consolidated Statements of Operations

(In thousands, unaudited)

Three Months Ended March 31,

2026

2025

Revenue

$

676,805

$

407,847

Cost of revenue

557,732

348,748

Gross profit

119,073

59,099

Selling, general and administrative expenses (including

non-cash compensation expense of $59,560 and $712 for the three months ended March 31, 2026 and 2025, respectively)

111,375

36,070

Amortization expense

14,879

13,768

Total operating expenses

126,254

49,838

Operating income (loss)

(7,181

)

9,261

Loss on debt extinguishment

10,688

Interest expense

6,897

12,691

Interest income

(1,450

)

(3,272

)

Other (income) loss, net

(68

)

82

Loss before income taxes

(23,248

)

(240

)

Income tax expense

4,166

262

Net loss

$

(27,414

)

$

(502

)

Less: net income (loss) attributable to non-controlling

interests and LLC members prior to IPO

(4,056

)

212

Net loss attributable to SOLV Energy, Inc.

$

(23,358

)

$

(714

)

Period from February 12, 2026 to

March 31, 2026

Net loss per share:

Basic

$

(0.20

)

Diluted

$

(0.20

)

Weighted average shares outstanding:

Basic

115,348,571

Diluted

115,348,571

Condensed Consolidated Balance Sheets

(In thousands, unaudited)

March 31,

December 31,

2026

2025

ASSETS

Cash and cash equivalents

$

384,911

$

394,876

Accounts receivable, net

285,039

269,044

Contract assets

157,875

156,744

Capitalized project development costs

13,297

17,734

Prepaid and other current assets

105,528

60,887

Total current assets

946,650

899,285

Property and equipment, net

116,137

106,383

Operating lease

right-of-use assets

7,598

8,010

Goodwill

429,035

429,279

Intangible assets, net

347,511

362,390

Deferred tax assets

101,302

Other long-term assets

8,373

10,925

Total assets

$

1,956,606

$

1,816,272

LIABILITIES AND STOCKHOLDERS’/MEMBERS’ EQUITY

Accounts payable and accrued expenses

$

524,898

$

562,218

Contract liabilities

346,295

308,619

Due to related party

Current portion of equipment financing

6,617

6,526

Current portion of lease liabilities

14,461

12,978

Current portion of long-term debt

2,498

Total current liabilities

892,271

892,839

Term debt, long term

391,988

Equipment financing, long-term

19,703

21,317

Lease liabilities, long-term

39,742

36,559

Tax receivable agreement

172,344

Other long-term liabilities

21,322

18,344

Total liabilities

1,145,382

1,361,047

Commitments and Contingencies—See Note 12

Member’s equity:

Total member’s equity

550,334

Stockholders’ equity

Class A common stock, $0.0001 par value; 1,250,000,000 shares authorized, 115,348,571 shares

issued and outstanding

12

Class B common stock, $0.0001 par value; 100,000,000 shares authorized, 87,128,137 shares

issued and outstanding

9

Additional paid-in capital

455,857

Accumulated deficit

(23,358

)

(98,139

)

Total stockholders’ equity to SOLV Energy, Inc.

432,520

(98,139

)

Non-controlling interest

378,704

3,030

Total members’/stockholders’ equity

811,224

455,225

Total liabilities and stockholders’/member’s equity

$

1,956,606

$

1,816,272

Condensed Consolidated Statements of Cash Flows

(In thousands, unaudited)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net loss

$

(27,414

)

$

(502

)

Adjustments to reconcile net loss to net cash provided by operating activities

Depreciation and amortization

23,730

19,572

Non-cash compensation expense

64,874

712

Loss on extinguishment of debt (non-cash portion)

6,676

Write off of project development costs

3,939

Other

152

7

Change in operating assets and liabilities

(57,716

)

386

Net cash provided by operating activities

14,241

20,175

Cash flows from investing activities:

Purchases of property and equipment

(10,440

)

(2,778

)

Cash paid for acquisitions, net of cash acquired

(10,756

)

Net cash used in investing activities

(10,440

)

(13,534

)

Cash flows from financing activities:

Issuance of Class A common stock in IPO, net of underwriting discount

552,542

Repayment of term debt

(405,203

)

(1,015

)

Payment of deferred acquisition consideration

(5,500

)

Payment of offering costs

(3,536

)

Proceeds on debt

32,500

Payment of debt issuance costs

(2,800

)

Payments for finance leases

(2,901

)

(1,979

)

Proceeds on equipment financing

14,500

Payments on equipment financing

(1,523

)

(1,764

)

Distributions to members of SOLV Energy Holdings LLC

(144,845

)

(47,844

)

Net cash used in financing activities

(13,766

)

(5,602

)

Net increase (decrease) in cash and cash equivalents

(9,965

)

1,039

Cash and cash equivalents, beginning of period

394,876

207,987

Cash and cash equivalents, end of period

$

384,911

$

209,026

Reconciliation of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

(in thousands)

Three Months Ended March 31,

2026

2025

Net loss

$

(27,414

)

$

(502

)

Interest expense

6,897

12,691

Interest income

(1,450

)

(3,272

)

Provision for income taxes

4,166

262

Depreciation and amortization

23,730

19,572

EBITDA

5,929

28,751

Non-cash compensation expense

64,874

712

Gain on the disposal of property and equipment

(10

)

Loss on the extinguishment of debt

10,688

Change in the fair value of derivative

82

Non-recurring private equity management fees, transaction,

integration and transition costs, and other non-cash costs(1)

11,034

4,486

Adjusted EBITDA

$

92,515

$

34,031

Reconciliation of Non-GAAP Financial Measures

Adjusted Gross Profit

(in thousands)

Three Months Ended March 31,

2026

2025

Gross profit

$

119,073

$

59,099

Non-cash compensation expense

5,314

Adjusted gross profit

$

124,387

$

59,099

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

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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

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

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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

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