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Form 8-K

sec.gov

8-K — Citi Trends Inc

Accession: 0001104659-26-100524

Filed: 2026-08-25

Period: 2026-08-25

CIK: 0001318484

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2623924d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623924d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001318484

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2026-08-25

2026-08-25

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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): August 25, 2026

Citi Trends, Inc.

(Exact name of

registrant as specified in its charter)

Delaware

000-41886

52-2150697

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

17 Park of Commerce Boulevard, Suite 200, Savannah, Georgia

31405

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (912) 236-1561

Former

name or former address, if changed since last report: Not applicable

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 (See General Instruction A.2 below):

¨

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, $0.01 par value

CTRN

Nasdaq Stock 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 August 25, 2026, the Company

issued a press release reporting its financial results for the second quarter ended August 2, 2026 (the “Press Release”).

A copy of the Press Release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1, the contents

of which are incorporated herein solely for purposes of this Item 2.02 disclosure by this reference.

The information contained

in this Item 2.02, including the Press Release attached to this Current Report, 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 such section. The information in this Item 2.02, including the Press Release, shall not be incorporated by reference

into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific

reference in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated August 25, 2026.

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 thereunto

duly authorized.

CITI TRENDS, INC.

Date: August 25, 2026

By:

/s/ Heather Plutino

Name:

Heather Plutino

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623924d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

CITITRENDS ANNOUNCES SECOND QUARTER FISCAL 2026

RESULTS

Company raises Fiscal 2026 outlook

Q2 2026 total sales increased 10.9% to $211.6

million; year-to-date total sales increased 12.7% to $442.5 million

Q2 2026 comparable store sales growth of

10.5%, 19.7% on a two-year basis; year-to-date comparable store sales of 12.2%, 21.8% on a two-year basis

Net Income for the first half of

Fiscal 2026 of $6.8 million; adjusted EBITDA* of $19.4 million, an increase of $14.1 million to first half 2025 results

SAVANNAH, GA (August 25, 2026) — Citi Trends, Inc.

(NASDAQ: CTRN), a leading off-price value retailer of apparel, accessories and home trends primarily for Black families in the United

States, today reported results for the second quarter ended August 1, 2026. For purposes of comparison, unless otherwise stated,

metrics in this release are compared to the 13-week quarter and 26-week year-to-date period ended August 2, 2025.

Chief Executive Officer Comments

Ken Seipel, Chairman and Chief Executive Officer said; “CITITRENDS

delivered another strong quarter, with comparable store sales increasing 10.5% and 19.7% on a two-year basis, marking our eighth consecutive

quarter of comparable store sales growth. Just as importantly, our disciplined execution is translating that sales momentum into significantly

improved profitability, with first half net income of $6.8 million and adjusted EBITDA* of $19.4 million -- already exceeding the adjusted

EBITDA* we generated for all of fiscal 2025.”

Seipel continued; “We remain focused on consistent

execution, strong sales flow-through to profit, and disciplined growth. With continued momentum in our merchandise strategy, launch of

our new Insiders Club customer relationship management platform, a growing new-store pipeline, and a strong, debt-free balance sheet,

we believe CITITRENDS is increasingly well positioned to accelerate profitable growth and create meaningful long-term shareholder value.”

CITITRENDS Brand Promise:

Styles That See You, Prices That Amaze You

and Trends That Tell Your Story

Financial Highlights – Second Quarter 2026

· Total sales of $211.6 million increased $20.9 million, or 10.9% vs.

Q2 2025; comparable store sales increased 10.5% compared to Q2 2025 driven by increases in average basket and transaction count

· Gross margin of 40.6% an increase of 60 basis points vs. Q2 2025 due

to improved merchandise margin and investments to reduce shrink, slightly offset by higher freight due to increased fuel surcharges

· SG&A expense dollars of $82.3 million, $80.4 million as adjusted*,

or 38.0% of sales vs. Q2 2025 SG&A expense of $78.9 million, or $77.4 million as adjusted*, or 40.6% of sales

· Net loss of $0.9 million or adjusted net income* of $0.4 million vs.

net income of $3.8 million in Q2 2025 (which included an $11.0 million gain on the sale of the Savannah office building), or adjusted

net loss* of $5.4 million

· Adjusted EBITDA* of $5.5 million, an increase of $6.6 million compared

to adjusted EBITDA* loss of $1.1 million in Q2 2025

· Real Estate: Opened four stores and closed one, ending the period

with 594 locations. Remodeled 26 stores, completing 51 remodels for the year

· Cash of $55.9 million at quarter-end, with no debt and no borrowings

under a $75 million credit facility

· Merchandise inventory was $126.4 million at the end of the quarter,

an increase of 7.5% vs. Q2 2025

Financial Highlights – 26 weeks ended August 1,

2026

· Total sales of $442.5 million increased $50.0 million, or 12.7% vs.

2025; comparable store sales increased 12.2% compared to 2025, 21.8% on a two-year basis

· Net income of $6.8 million, $10.1 million as adjusted*, vs. net income

of $4.7 million in 2025, or adjusted net loss* of $3.0 million

· Adjusted EBITDA* of $19.4 million compared to $5.3 million in 2025;

improvement to last year of $14.1 million driven by higher sales, 50 basis point increase in gross margin rate and 260 basis points of

SG&A leverage

Fiscal 2026 Outlook

The Company is updating its outlook for fiscal 2026 to incorporate

second quarter results while maintaining its outlook for the second half of the year. Resulting outlook for fiscal 2026 compared to fiscal

2025 is as follows:

· Expecting comparable store sales growth in the range of 9% to 11%, slightly

higher than previous outlook of 8% to 10%. Total sales growth is expected to be 10% to 12% for the year, slightly higher than previous

outlook of 9% to 11%

· Gross margin is expected to expand approximately 50 to 70 basis points, in

line with our previous outlook

· Adjusted SG&A* is expected to leverage approximately 160 to 180 basis

points, higher than previous outlook of 130 to 160 basis points, due to the impact of higher sales on the fixed cost structure and ongoing

disciplined expense control

· Adjusted EBITDA* is expected to be in the range of $38 million to $42 million,

higher than previous outlook of $35 million to $40 million; at the midpoint, adjusted EBITDA margin* is expected to expand by approximately

230 basis points, higher than previous outlook of approximately 200 basis points

· New store count for 2026 is expected to be 20 versus the prior estimate of

25. The company also expects to invest in an additional 10 to 15 remodels, above the prior guidance of 50 remodels

· Capital expenditures are expected to be in the range of $35 million to $40

million, consistent with previous outlook, with the majority of the spend on new stores and remodels

Investor Conference Call and Webcast

CITITRENDS will host a conference call today at 9:00

a.m. ET. The live broadcast of CITITRENDS' conference call will be available online at the Company's website, cititrends.com,

under the Investor Relations section, beginning today at 9:00 a.m. ET. The online replay will follow shortly after the call and

will be available for replay for one year.

The live conference call can also be accessed by dialing

(877) 407-0779. A replay of the conference call will be available until September 1, 2026, by dialing (844) 512-2921 and entering

the passcode,13761505.

During the conference call, the Company may discuss and

answer questions concerning business and financial developments and trends that have occurred after quarter-end. The Company’s responses

to questions, as well as other matters discussed during the call, may contain or constitute information that has not been disclosed previously.

*Non-GAAP Financial Measures

The historical non-GAAP financial measures discussed herein

are reconciled to their corresponding GAAP measures at the end of this press release. The Company is unable to provide a full reconciliation

of the forward-looking non-GAAP financial measures under the header “Fiscal 2026 Outlook” without unreasonable effort because

it is not possible to predict certain of its adjustment items with a reasonable degree of certainty. This information is dependent upon

future events and may be outside of the Company’s control and its unavailability could have a significant impact on its financial

results.

About CITITRENDS

Citi Trends, Inc. is a leading off-price value retailer

of apparel, accessories and home trends primarily for Black families in the United States. The CITITRENDS brand promise is clear: styles

that see you, prices that amaze you and trends that tell your story. The Company operates 594 stores located in 33 states. For more information,

visit cititrends.com or your local store.

Forward-Looking Statements

All statements other than historical facts contained

in this news release, including statements regarding the Company’s future financial results and position, business policy and plans,

objectives and expectations of management for future operations and capital allocation expectations, are forward-looking statements as

defined in the Private Securities Litigation Reform Act of 1995 that are subject to material risks and uncertainties. The words “believe,”

“may,” “could,” “plans,” “estimate,” “expects,” “continue,” “anticipate,”

“intend,” “expect,” “upcoming,” “trend,” “guidance,” “outlook”

and similar expressions, as they relate to the Company, are intended to identify forward-looking statements, although not all forward-looking

statements contain such language. Statements with respect to earnings, sales or new store guidance, including under the section “Fiscal

2026 Outlook” and our ability to deliver on such financial outlook are forward-looking statements. Investors are cautioned that

any such forward-looking statements are subject to the finalization of the Company’s quarter-end financial and accounting procedures,

are not guarantees of future performance or results, and are inherently subject to risks and uncertainties, some of which cannot be predicted

or quantified. Actual results or developments may differ materially from those included in the forward-looking statements as a result

of various factors which are discussed in our Annual Reports and Quarterly Reports on Forms 10-K and 10-Q, respectively, and any amendments

thereto, filed with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, uncertainties

relating to general economic conditions, including inflation, energy and fuel costs, unemployment levels, and any deterioration whether

caused by acts of war, terrorism, political or social unrest (including any resulting store closures, damage or loss of inventory) or

other factors; changes in market interest rates and market levels of wages; the imposition of new taxes on imports, new tariffs and changes

in existing tariff rates; the imposition of new trade restrictions and changes in existing trade restrictions or trade relationships;

impacts of natural disasters such as hurricanes; uncertainty and economic impact of pandemics, epidemics or other public health emergencies;

transportation and distribution delays or interruptions; changes in freight rates; the Company’s ability to

attract and retain workers; the Company’s ability

to negotiate effectively the cost and purchase of merchandise inventory risks due to shifts in market demand and to manage inventory shrinkage;

the Company’s ability to gauge fashion trends and changing consumer preferences; consumer confidence and changes in consumer spending

patterns; competition within the industry; competition in the Company’s markets; the duration and extent of any economic stimulus

programs; changes in product mix; interruptions in suppliers’ businesses; risks related to cybersecurity, data privacy and intellectual

property; temporary changes in demand due to weather patterns; seasonality of the Company’s business; the results of pending or

threatened litigation; delays and costs associated with building, remodeling, assuming leases, opening and operating new stores; delays

and costs associated with building, and opening or expanding new or existing distribution centers; changes in regulator’s requirements

or stakeholder’s expectations on environmental, social and sustainability related topics; challenges in effectively managing the

use of artificial intelligence; and strategic transactions that could negatively impact our liquidity, increase our expenses, or present

significant distractions to management. Any forward-looking statements by the Company, with respect to guidance, the repurchase of shares

pursuant to a share repurchase program, or otherwise, are intended to speak only as of the date such statements are made. Except as required

by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange

Commission, the Company does not undertake to publicly update any forward-looking statements in this news release or with respect to matters

described herein, whether as a result of any new information, future events or otherwise.

Contact:

Tom Filandro

ICR, Inc.

CitiTrendsIR@icrinc.com

CITI TRENDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

Second Quarter

2026

2025

2024

Net sales

$ 211,632

$ 190,750

$ 176,552

Cost of sales (exclusive of depreciation shown separately below)

(125,743 )

(114,477 )

(121,624 )

Selling, general and administrative expenses

(82,296 )

(78,905 )

(73,780 )

Depreciation

(5,446 )

(4,548 )

(4,782 )

Asset impairment

-

(263 )

(1,261 )

Gain on insurance

146

-

-

Gain on sale of building

-

10,960

-

Income (loss) from operations

(1,707 )

3,517

(24,895 )

Interest income

541

389

611

Interest expense

(89 )

(88 )

(80 )

Income (loss) before income taxes

(1,255 )

3,818

(24,364 )

Income tax expense

324

-

5,951

Net income (loss)

$ (931 )

$ 3,818

$ (18,413 )

Basic net income (loss) per common share

$ (0.11 )

$ 0.48

$ (2.21 )

Diluted net income (loss) per common share

$ (0.11 )

$ 0.46

$ (2.21 )

Weighted average number of shares outstanding

Basic

8,183

8,033

8,337

Diluted

8,183

8,314

8,337

Twenty-Six Weeks Ended

August 1, 2026

August 2, 2025

August 3, 2024

Net sales

$ 442,490

$ 392,478

$ 362,841

Cost of sales (exclusive of depreciation shown separately below)

(264,373 )

(236,395 )

(235,878 )

Selling, general and administrative expenses

(162,041 )

(153,792 )

(147,991 )

Depreciation

(10,554 )

(8,918 )

(9,576 )

Asset impairment

-

(327 )

(1,261 )

Gain on insurance

146

-

-

Gain

on sale of building

-

10,960

-

Income

(loss) from operations

5,668

4,006

(31,865 )

Interest

income

1,188

847

1,460

Interest

expense

(175 )

(164 )

(158 )

Income

(loss) before income taxes

6,681

4,689

(30,563 )

Income tax (expense) benefit

142

-

8,724

Net

income (loss)

$ 6,823

$ 4,689

$ (21,839 )

Basic net income (loss) per common share

$ 0.84

$ 0.58

$ (2.63 )

Diluted net income (loss) per common share

$ 0.80

$ 0.57

$ (2.63 )

Weighted average number of shares outstanding

Basic

8,155

8,033

8,295

Diluted

8,477

8,242

8,295

CITI TRENDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

August 1, 2026

August 2, 2025

Assets:

Cash and cash equivalents

$ 55,892

$ 50,397

Inventory

126,385

117,566

Prepaid and other current assets

21,015

21,241

Property and equipment, net

58,761

50,522

Operating lease right of use assets

222,781

216,420

Other noncurrent assets

2,174

1,262

Total

assets

$ 487,008

$ 457,408

Liabilities

and Stockholders' Equity:

Accounts payable

$ 106,205

$ 96,245

Current operating lease liabilities

44,466

43,344

Accrued liabilities

27,298

26,457

Other current liabilities

1,510

1,330

Noncurrent operating lease liabilities

180,383

174,145

Other noncurrent liabilities

2,500

2,647

Total

liabilities

362,362

344,168

Total

stockholders' equity

124,646

113,240

Total

liabilities and stockholders' equity

$ 487,008

$ 457,408

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

(in thousands, except per share data)

The Company uses certain financial measures,

including adjusted SG&A, adjusted net income (loss), adjusted EBITDA, and adjusted EBITDA margin to understand and evaluate the Company’s

current operating performance and to allow for period-to-period comparisons. The Company believes these non-GAAP financial measures provide

meaningful supplemental information about our financial results to investors. These non-GAAP measures may not be comparable to similarly

titled non-GAAP measures of other companies and should be considered in addition to and not as a substitute for, or superior to, any measure

of performance, cash flow or liquidity prepared in accordance with GAAP. These Non-GAAP measures have no standardized meanings and are

not defined by GAAP. The Company is providing a reconciliation of each of these non-GAAP financial measures to their most comparable financial

measures on a GAAP basis.

Beginning in 2026 the Company updated

its definition of Adjusted Net Income, Adjusted EBITDA and Adjusted SG&A to include an addback of equity-based compensation expense.

Equity-based compensation is a non-cash expense that the Company does not use to assess core profitability and the Company believes excluding

equity-based compensation will improve comparability and provide greater transparency of cash generated from operations. Prior period

information presented has been adjusted to reflect this change.

During Q1 2026, the Company announced

to its associates a workforce model transition program designed to shift the Company from a location-flexible workforce model adopted

in 2020 to an office-based workforce model concentrated in Savannah and New York. The program requires relocation of approximately 30

leadership and associate roles in certain support functions. Implementation, beginning in Q2 2026, will result in costs including severance,

relocation assistance, and recruiting costs. The program is expected to be completed during Q1 2027, with no further implementation expenses

to be incurred after that time frame.

Second Quarter

August 1, 2026

August 2, 2025

Reconciliation of Adjusted SG&A

SG&A

$ (82,296 )

$ (78,905 )

Equity based compensation

1,452

1,483

Shareholder matters⁴

215

(30 )

Leadership succession²

130

Workforce model transition

89

Severance¹

69

Adjusted

SG&A

$ (80,410 )

$ (77,383 )

Second Quarter

August 1, 2026

August 2, 2025

Reconciliation of Adjusted Net Income (Loss)

Net (loss) income

$ (931 )

$ 3,818

Gain on insurance

(146 )

Gain on sale of building

(10,960 )

Asset impairment

263

Equity based compensation

1,452

1,483

Shareholder matters⁴

215

(30 )

Leadership succession²

130

Workforce model transition

89

Severance¹

69

Tax effect

(449 )

Adjusted net income (loss)

$ 360

$ (5,357 )

Second Quarter

August 1, 2026

August 2, 2025

Reconciliation of Adjusted EBITDA

Net income (loss)

$ (931 )

$ 3,818

Interest income

(541 )

(389 )

Interest expense

89

88

Income tax expense

(324 )

Depreciation

5,446

4,548

Gain on insurance

(146 )

Gain on sale of building

(10,960 )

Asset impairment

263

Equity based compensation

1,452

1,483

Shareholder matters⁴

215

(30 )

Leadership succession²

130

Workforce model transition

89

Severance¹

69

Adjusted

EBITDA

$ 5,479

$ (1,110 )

Twenty-Six Weeks Ended

August 1, 2026

August 2, 2025

Reconciliation of Adjusted SG&A

SG&A

$ (162,041 )

$ (153,792 )

Equity based compensation

2,755

2,451

Leadership succession²

266

Lease termination fee⁵

390

Workforce model transition

89

Severance¹

388

Shareholder matters⁴

215

146

Cyber incident expenses³

(402 )

CEO transition expenses²

Adjusted SG&A

$ (158,716 )

$ (150,819 )

Twenty-Six Weeks Ended

August 1, 2026

August 2, 2025

Reconciliation of Adjusted Net income (loss)

Net income

$ 6,823

$ 4,689

Gain on sale of building

(10,960 )

Gain on insurance

(146 )

Asset impairment

327

Equity based compensation

2,755

2,451

Workforce model transition

89

Leadership succession²

266

Lease termination fee⁵

390

Severance¹

388

Shareholder matters⁴

215

146

Cyber incident expenses³

(402 )

Tax effect

68

Adjusted

net income (loss)

$ 10,070

$ (2,971 )

Twenty-Six Weeks Ended

August 1, 2026

August 2, 2025

Reconciliation of Adjusted EBITDA

Net income

$ 6,823

$ 4,689

Interest income

(1,188 )

(847 )

Interest expense

175

164

Income tax expense

(142 )

Depreciation

10,554

8,918

Gain on sale of building

(10,960 )

Gain on insurance

(146 )

Asset impairment

327

Equity based compensation

2,755

2,451

Leadership succession²

266

Shareholder matters⁴

215

146

Workforce model transition

89

Severance¹

388

Lease termination fee⁵

390

Cyber incident expenses³

(402 )

Adjusted EBITDA

$ 19,401

$ 5,264

1 Represents severance and related costs resulting from the CEO transition and subsequent implementation of CEO-led organizational changes.

2 Represents executive search costs incurred related to succession planning for our key leadership roles.

3 Represents costs associated with the cyber disruption of the Company's back office and distribution center IT systems in January 2023.

4 Represents costs related to requests and inquiries from a significant shareholder.

5 Represents a lease termination fee associated with the closure of a store.

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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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