Form 8-K

8-K — Duke Energy CORP

Accession: 0001104659-26-038007

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0001326160

SIC: 4931 (ELECTRIC & OTHER SERVICES COMBINED)

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2610676d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2610676d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2610676d1_ex99-2.htm)

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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):

March 31, 2026

Commission

File

Number

Exact

Name of Registrant as Specified in its Charter, State or other

Jurisdiction of Incorporation,

Address of Principal Executive Offices, Zip Code, and Registrant's

Telephone Number, Including Area Code

IRS

Employer

Identification No.

1-32853

DUKE ENERGY CORPORATION

(a Delaware corporation)

525 South Tryon Street

Charlotte, North Carolina 28202

800-488-3853

20-2777218

1-6196

PIEDMONT

NATURAL GAS COMPANY, INC.

(a North

Carolina corporation)

525 South Tryon Street

Charlotte, North Carolina 28202

800-488-3853

56-0556998

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:

Registrant

Title of each class

Trading

Symbol(s)

Name

of each exchange on

which registered

Duke Energy

Common Stock, $0.001 par value

DUK

New York Stock Exchange LLC

Duke Energy

5.625% Junior Subordinated Debentures due September 15, 2078

DUKB

New York Stock Exchange LLC

Duke Energy

Depositary

Shares each representing a 1/1,000th interest

in a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

DUK PR A

New York Stock Exchange LLC

Duke Energy

3.10% Senior Notes due 2028

DUK 28A

New York Stock Exchange LLC

Duke Energy

3.85% Senior Notes due 2034

DUK

New York Stock Exchange LLC

Duke Energy

3.75% Senior Notes due 2031

DUK 31A

New York Stock Exchange 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. ¨

Co-Registrant CIK

0000078460

Co-Registrant Amendment Flag

false

Co-Registrant Form Type

8-K

Co-Registrant DocumentPeriodEndDate

2026-03-31

Co-Registrant Written Communications

false

Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

false

Co-Registrant Emerging Growth Company

false

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed in a Current Report on Form 8-K filed

with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2025 by Duke Energy Corporation (“Duke

Energy”) and Piedmont Natural Gas Company, Inc., a North Carolina corporation (“Piedmont”) and wholly owned subsidiary

of Duke Energy, Piedmont entered into an Asset Purchase Agreement by and between Piedmont and Spire Tennessee Inc., a Delaware corporation

and successor-in-interest to Spire Inc., a Missouri corporation (“Buyer”), dated as of July 27, 2025 (the “Purchase

Agreement”). Subject to the terms and conditions set forth therein, Piedmont agreed to sell its Tennessee natural gas local distribution

company business to Buyer (the “Transaction”). On March 31, 2026, and pursuant to the Purchase Agreement, Piedmont completed

the Transaction for $2.48 billion in cash, subject to customary purchase price adjustments as set forth in the Purchase Agreement.

The unaudited pro forma financial information of Piedmont as of December 31,

2025, after giving effect to the Transaction, is filed as Exhibit 99.1 to this

Current Report on Form 8-K and incorporated into this Item 2.01 by reference.

The foregoing description of the Purchase Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as

Exhibit 2.1 to Piedmont’s Form 10-Q for the quarterly period ended September 30, 2025, filed on November 7,

2025, and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 31, 2026, Duke Energy issued a press release announcing

the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.2.

The information contained in this Item 7.01 (including Exhibit 99.2)

is 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 under that Section and shall not be deemed to be incorporated

by reference into any filing of Duke Energy under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange

Act.

Forward-Looking Information

This document includes forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements are based on management’s

beliefs and assumptions. These forward-looking statements are identified by terms and phrases such as “anticipate,” “believe,”

“intend,” “estimate,” “expect,” “continue,” “should,” “could,”

“may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,”

“target,” “outlook,” “guidance,” and similar expressions. Various factors may cause actual results

to be materially different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such

results will be realized. These risks and uncertainties are identified and discussed in Duke Energy’s Form 10-K for the

year ended December 31, 2025, and subsequent quarterly reports filed with the SEC

and available at the SEC’s website at www.sec.gov. In light of these risks, uncertainties and assumptions, the events described

in the forward-looking statements might not occur or might occur to a different extent or at a different time than Duke Energy has described.

Duke Energy expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new

information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The following unaudited pro forma financial information of Piedmont,

after giving effect to the Transaction, is attached hereto as Exhibit 99.1:

· Unaudited Pro Forma Consolidated Balance Sheet of Piedmont as of December 31,

2025; and

· Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended

December 31, 2025.

(d) Exhibits.

2.1

Asset Purchase Agreement, dated as of July 27, 2025, by and between Piedmont Natural Gas Company, Inc. and Spire Inc. (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of Piedmont Natural Gas Company, Inc. filed on November 7, 2025,

File No. 001-6196).

99.1

Unaudited Pro Forma Consolidated Financial Information of Piedmont Natural Gas Company, Inc.

99.2

Press Release, dated March 31,

2026, issued by Duke Energy Corporation.

104

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

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.

DUKE ENERGY CORPORATION

PIEDMONT NATURAL GAS COMPANY, INC.

Date:

April 1, 2026

By:

/s/ David S. Maltz

David S. Maltz

Vice President, Legal, Chief Governance Officer and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2610676d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL

DATA

On July 27, 2025, Piedmont Natural Gas Company, Inc (the “Company”,

"PNG", and “our”) entered into a purchase agreement (“Purchase Agreement”) with Spire, Inc., for the

sale (the “Transaction”) of our Piedmont Tennessee business ("PNG TN") with expected proceeds of $2.48 billion,

subject to closing adjustments, with proceeds due at closing. The Company completed the sale on March 31, 2026. The Transaction is considered

significant to the Company and is therefore reflected in these unaudited Pro Forma Consolidated Financial Statements.

The unaudited Pro Forma Consolidated Financial Statements have been

derived from the Company’s historical consolidated financial statements ("PNG Historical") and give effect to the Transaction.

The following unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025 reflects the Company’s

results as if the Transaction had occurred as of January 1, 2025. The following unaudited Pro Forma Consolidated Balance Sheet as of December

31, 2025 reflects the Company’s financial position as if the Transaction had occurred on December 31, 2025. The Transaction does

not qualify as a discontinued operation as it does not represent a strategic shift that will have a major effect on the Company’s

operations or financial results.

The unaudited Pro Forma Consolidated Financial Statements have been

prepared based upon management’s estimates utilizing the best available information and are subject to the assumptions and adjustments

described below and in the accompanying notes to the unaudited Pro Forma Consolidated Financial Statements. They are not intended to be

a complete representation of the Company’s financial position or results of operations had the Transaction occurred as of the period

indicated. In addition, the unaudited Pro Forma Consolidated Financial Statements are provided for illustrative and informational purposes

only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Transaction

and related transactions been completed on the date assumed. The unaudited Pro Forma Consolidated Financial Statements should be read

in conjunction with the Company’s historical consolidated financial statements and accompanying notes.

The unaudited Pro Forma Consolidated Financial Statements have been

prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information.

PIEDMONT NATURAL GAS COMPANY, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2025

Transaction Accounting Adjustments

(in millions)

PNG Historical

PNG TN

Notes

Other Adjustments

Notes

Pro Forma Balance

Operating Revenues

Regulated natural gas

$ 2,209

$ (322 )

(a)

$ -

$ 1,887

Nonregulated natural gas and other

(4 )

(a)

Total operating revenues

2,237

(326 )

(a)

1,911

Operating Expenses

Cost of natural gas

784

(99 )

(a)

685

Operation, maintenance and other

408

(31 )

(a)

(13 )

(k)

364

Depreciation and amortization

282

(36 )

(a)

246

Property and other taxes

(11 )

(a)

Total operating expenses

1,541

(177 )

(a)

(13 )

1,351

Gains on Sales of Other Assets and Other, net

(a)

693

(f)

693

Operating Income (Loss)

696

(149 )

(a)

706

1,253

Other Income and Expenses

Equity in earnings of unconsolidated affiliates

(a)

Other income and expenses, net

(4 )

(a)

Total other income and expenses

(4 )

(a)

Interest Expense

193

(a)

(22 )

(g)

177

Income (Loss) Before Income Taxes

552

(159 )

(a)

728

1,121

Income Tax Expense

112

(a)

122

(h)

234

Net Income (Loss) and Comprehensive (Loss) Income

$ 440

$ (159 )

(a)

$ 606

$ 887

See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements, which are an integral part of these statements.

PIEDMONT NATURAL GAS COMPANY, INC.

Unaudited Pro Forma Consolidated Balance Sheet

As of December 31, 2025

Transaction Accounting Adjustments

(in millions)

PNG Historical

PNG TN

Notes

Other Adjustments

Notes

Pro Forma Balance

ASSETS

Current Assets

Cash and cash equivalents

$ 1

$ -

(a)

$ 1,333

(b) (c) (e)

$ 1,334

Receivables (net of allowance for doubtful accounts of $6)

390

(a)

390

Receivables from affiliated companies

(a)

Inventory

(a)

Assets held for sale

109

(109 )

(a)

Regulatory assets

106

(a)

106

Other

(a)

Total current assets

699

(109 )

(a)

1,333

1,923

Property, Plant and Equipment

Cost

11,325

(a)

11,325

Accumulated depreciation and amortization

(2,168 )

(a)

(2,168 )

Net property, plant and equipment

9,157

(a)

9,157

Other Noncurrent Assets

Goodwill

(a)

Regulatory assets

350

(a)

350

Operating lease right-of-use assets, net

(a)

Investments in unconsolidated affiliates

(a)

Assets held for sale

1,864

(1,864 )

(a)

Other

283

(a)

283

Total other noncurrent assets

2,614

(1,864 )

(a)

750

Total Assets

$ 12,470

$ (1,973 )

(a)

$ 1,333

$ 11,830

LIABILITIES AND EQUITY

Current Liabilities

Accounts payable

$ 286

$ -

(a)

$ -

$ 286

Accounts payable to affiliated companies

(a)

(j)

127

Notes payable to affiliated companies

609

(a)

(350 )

(c)

259

Taxes accrued

106

(a)

106

Interest accrued

(a)

(22 )

(g)

Current maturities of long-term debt

490

(a)

(450 )

(c)

Liabilities associated with assets held for sale

(66 )

(a)

Regulatory liabilities

(a)

Other

(a)

(d)

118

Total current liabilities

1,789

(66 )

(a)

(748 )

975

Long-Term Debt

3,761

(a)

3,761

Other Noncurrent Liabilities

Deferred income taxes

1,071

(a)

(169 )

(e)

902

Asset retirement obligations

(a)

Regulatory liabilities

802

(a)

(9 )

(e)

793

Operating lease liabilities

(a)

Accrued pension and other post-retirement benefit costs

(a)

Liabilities associated with assets held for sale

170

(170 )

(a)

Other

(a)

Total other noncurrent liabilities

2,166

(170 )

(a)

(178 )

1,818

Commitments and Contingencies

Equity

Common Stock, no par value, 100 shares authorized and outstanding at 2025

1,635

(a)

1,635

Retained earnings

3,118

(a)

522

(i)

3,640

Total Piedmont Natural Gas Company, Inc. stockholder's equity

4,753

(a)

522

5,275

Noncontrolling interests

(a)

Total equity

4,754

(a)

522

5,276

Total Liabilities and Equity

$ 12,470

$ (236 )

(a)

$ (404 )

$ 11,830

See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements, which are an integral part of these statements.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED

FINANCIAL STATEMENTS

Transaction Accounting Adjustments to Pro Forma Consolidated Financial

Statements:

(a) Adjustments represent the elimination of assets, liabilities, and

results of operations of the Piedmont Tennessee business.

(b) Reflects $2.48 billion of estimated cash consideration from the

disposal of the Piedmont Tennessee business less repayment of debt noted in (c) and estimated payment for taxes as noted in (e).

$800 million. Unamortized debt expenses were immaterial.

(d) Reflects accrual for non-recurring costs of approximately $37 million

incurred after December 31, 2025, to complete the Transaction. These costs primarily relate to transaction advisory and professional fees

associated with the Transaction.

(e) Reflects estimated current Income tax accrued and Deferred tax

expense due to the recognition of the taxable gain resulting from the Transaction. Adjustments include $347 million offset to cash representative

of decrease in accumulated deferred income tax and taxes accrued.

(f) Reflects the estimated gain recognized from the Transaction. The

estimated gain was computed by taking the total consideration of $2.48 billion, less the amount of net assets sold of $1.74 billion and

$50 million estimated transaction costs associated with the Transaction. The actual gain will be calculated based on the net book value

as of the closing of the Transaction and therefore could differ from the current estimate. The total consideration received is subject

to customary post-closing adjustments.

(g) Reflects the elimination of the related Interest expense of

$22 million for the twelve months ended December 31, 2025 to give effect to the repayment of debt.

(h) Reflects the income tax effect of the pro forma adjustments calculated

using the applicable statutory tax rates in effect within the respective tax jurisdictions during the periods presented. The estimated

federal and state statutory income tax rate is 24%.

(i) Amounts relate to adjustments to retained earnings due to gain

on sale, tax impact of the gain on sale, interest expense, transaction costs, and corporate allocation costs.

(j) Adjustment to Accounts payable to affiliated companies of $37 million

reflects corporate allocations for the proportionate share of corporate governance and other shared services costs, primarily related

to shared support functions, office supplies, rent, as well as other third-party costs, indemnification coverages, and usage of shared

office space.

(k) Reflects the reclassification of transaction costs of $13 million

incurred prior to December 31, 2025, to offset the gain on sale.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2610676d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

Media Contact: Gillian Moore

24-hour: 800.559.3853

Analyst Contact: Mike Switzer

Office: 704.382.6473

March 31, 2026

Duke Energy completes

sale of its Tennessee Piedmont Natural Gas business to Spire

· Close

of transaction previously announced in July 2025

· Proceeds

to help fund industry’s largest regulated capital plan

CHARLOTTE, N.C. – Duke Energy

(NYSE: DUK) today announced it has completed the sale of its Tennessee Piedmont Natural Gas business to Spire – one of the largest

publicly traded natural gas companies in the country – for $2.48 billion. The agreement was previously announced on July 29,

2025.

Approximately $800 million of the proceeds

will be used to pay down debt at Piedmont Natural Gas to maintain its capital structure. The remaining $1.5 billion proceeds, net of

tax, will help efficiently fund the industry’s largest regulated capital plan – $103 billion of investments over the next

five years – to support a growing system and serve increasing load while keeping customer costs as low as possible.

“Today marks a significant milestone

with the successful transition of our Tennessee natural gas business to Spire,” said Harry Sideris, Duke Energy president and chief

executive officer. “As we enter a period of record investment, this transaction helps efficiently fund our capital plan –

a plan built on safely and reliably meeting our communities’ growing energy needs while managing costs for our more than 10 million

customers.”

Sideris added, “I want to thank

our Tennessee natural gas teammates for their commitment to industry-leading customer service, safety and operational excellence, as

well as the Nashville community for trusting us to serve its growing energy needs for more than 40 years. Spire will carry forward best-in-class

service and continue delivering value for Tennessee employees, customers and communities.”

“We’re pleased to welcome

Piedmont customers and employees in Tennessee to Spire,” said Scott Doyle, president and chief executive officer of Spire. “This

acquisition allows us to expand our core utility business while continuing to do what we do best as a company – safely delivering

reliable natural gas to the communities we serve.”

The sale agreement for the Piedmont

Natural Gas Tennessee business included nearly 3,800 miles of distribution and transmission pipelines serving more than 200,000 customers.

The primary operations will remain in the Greater Nashville area, and the Piedmont Natural Gas employees who primarily support the business

have transitioned to Spire to maintain business continuity for its operations and customers.

JP Morgan Securities LLC and RBC Capital

Markets LLC served as Duke Energy's financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP served as Duke Energy's transactional

legal advisor. In addition, Duke Energy received legal support on certain matters from Holland & Knight. McGuireWoods acted

as joint regulatory counsel for both Duke Energy and Spire.

Duke Energy

Duke Energy (NYSE: DUK),

a Fortune 150 company headquartered in Charlotte, N.C., is one of America’s largest energy holding companies. The company’s

electric utilities serve 8.7 million customers in North Carolina, South Carolina, Florida, Indiana, Ohio and Kentucky, and collectively

own 55,700 megawatts of energy capacity. Its natural gas utilities serve 1.6 million customers in North Carolina, South Carolina, Ohio

and Kentucky.

Duke Energy is executing

an energy modernization strategy, keeping customer value at the forefront as it invests in electric grid upgrades and efficient generation

resources to strengthen the system and serve growing energy needs.

More information is available at duke-energy.com.

Follow Duke Energy on X, LinkedIn, Instagram, TikTok and Facebook for stories about the people and innovations powering its

communities.

Piedmont Natural

Gas

Piedmont Natural

Gas, a subsidiary of Duke Energy, distributes natural gas to more than 1 million residential, commercial, industrial and power generation

customers in North Carolina and South Carolina. More information: piedmontng.com. Follow Piedmont Natural Gas: Facebook.

Spire

Spire Inc. (NYSE: SR) believes

energy exists to help make people's lives better. It's a simple idea, but one that's at the heart of Spire's company. Every day

Spire serves close to 2 million homes and businesses, making it one of the largest publicly traded natural gas companies in the

country. Spire helps families and business owners fuel their daily lives through its gas utilities serving Alabama, Mississippi,

Missouri and Tennessee. Its natural gas-related businesses include Spire Marketing and Spire Midstream. Spire is committed to

transforming its business through growing organically, investing in infrastructure, and driving continuous improvement. Learn more

at SpireEnergy.com.

Forward-Looking Information

This document includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of

1934. Forward-looking statements are based on management’s beliefs and assumptions. These forward-looking statements are identified

by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect,"

"continue," "should," "could," "may," "plan," "project," "predict,"

"will," "potential," "forecast," "target," "outlook," "guidance," and similar

expressions. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements;

accordingly, there is no assurance that such results will be realized. These risks and uncertainties are identified and discussed in

Duke Energy’s Form 10-K for the year ended December 31, 2025, and subsequent quarterly reports filed with the U.S. Securities

and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov. In light of these risks, uncertainties

and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a

different time than Duke Energy has described. Duke Energy expressly disclaims an obligation to publicly update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise.

###

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Trading Symbol

DUK

Security Exchange Name

NYSE

3.75% Senior Notes due 2031 [Member}

Title of 12(b) Security

3.75% Senior Notes due 2031

Trading Symbol

DUK 31A

Security Exchange Name

NYSE

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Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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Area code of city

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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

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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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