Form 8-K

8-K — QNB CORP.

Accession: 0001193125-26-185233

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0000750558

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — qnbc-20260428.htm (Primary)

EX-99.1 (qnbc-ex99_1.htm)

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8-K

8-K (Primary)

Filename: qnbc-20260428.htm · Sequence: 1

8-K

0000750558NONE00007505582026-04-282026-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

April 28,2026

QNB Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania

0-17706

23-2318082

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

15 North Third Street, P.O. Box 9005, Quakertown, PA 18951-9005

(Address of principal executive offices, including zip code)

(215) 538-5600

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

QNBC

N/A

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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 April 28, 2026, QNB Corp. announced its consolidated financial results for the first 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 included in this Item, as well as Exhibit 99.1, referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 unless specifically incorporated in such filing.

Item 9.01

Financial Statements and Exhibits

The following exhibits are filed herewith:

Exhibit No.

Description

99.1

News release disseminated on April 28, 2026 by QNB Corp.

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 on its behalf by the undersigned thereunto duly authorized.

QNB Corp.

By:

/s/ Jeffrey Lehocky

Jeffrey Lehocky

Chief Financial Officer

Dated: April 28, 2026

EX-99.1

Filename: qnbc-ex99_1.htm · Sequence: 2

EX-99.1

PO Box 9005

Quakertown, PA 18951-9005

215.538.5600

800.491.9070

QNBBank.com

FOR IMMEDIATE RELEASE

QNB CORP. REPORTS

EARNINGS FOR FIRST QUARTER 2026

QUAKERTOWN, PA (April 28, 2026) QNB Corp. (the “Company” or “QNB”) (OTCQX: QNBC), the parent company of QNB Bank (the “Bank”), reported net income for the first quarter of 2026 of $2,765,000 or $0.73 per share on a diluted basis. This compares to net income of $2,578,000, or $0.69 per share on a diluted basis, for the same period in 2025. For the three-month period of 2026, net income included after-tax merger-related cost of $754,000. The merger-related costs are significant one-time costs and are not normal recurring operating expenses. Adjusted diluted earnings per share excluding the impact of the merger-related cost for the three-month period of 2026 was $0.93*.

For the first quarter ended March 31, 2026, the annualized rate of return on average assets (ROAA) and average shareholders’ equity (ROAE) was 0.59% and 8.40%, respectively, compared with 0.56% and 9.73%, respectively, for the first quarter 2025. ROAA, excluding the impact of the merger-related cost, for the three-month period of 2026 was 0.75%*. ROAE, excluding the impact of the merger-related cost, for the three-month period of 2026 was 10.69%*.

* QNB uses non-GAAP financial information in its analysis of performance. These non-GAAP ratios and calculations provide a better understanding of ongoing operations and comparability with prior period results by showing the effects of significant gains and charges in the periods presented. QNB believes that investors may use these non-GAAP measures to analyze QNB’s financial performance without the impact of unusual items or events that may obscure trends. This non-GAAP data is not a substitute for GAAP results and should be considered in addition to results prepared in accordance with GAAP. Non-GAAP financial measures include risks as companies might calculate these measures differently and persons might disagree as to the appropriateness of items included in these measures. Please see attached table "Impact of Merger-Related Costs--GAAP to Non-GAAP Measure Reconciliation."

The merger-related expenses relate to the previously announced acquisition of Victory Bancorp, Inc, a highly complementary community banking franchise headquartered in Limerick, Pennsylvania. This strategic combination brings together two relationship-focused institutions with shared values, similar operating cultures, and strong community ties. The transaction officially closed on April 1, 2026, creating a franchise with nearly $2.4 billion in assets and expanding our presence deeper into Montgomery County.

The operating performance of the Bank, a wholly-owned subsidiary of QNB Corp., improved for the quarter ended March 31, 2026, in comparison with the same period in 2025, due primarily to improvement in the interest margin causing a $1,849,000 increase in net interest income and a $229,000 increase in non-interest income; this was partly offset by an increase in non-interest expense of $1,500,000 of which $622,000 was due to merger-related costs. The change in contribution from QNB Corp. for the quarter ended March 31, 2026, compared with the same period in 2025, is primarily due to a decrease in net interest income of $27,000, related to the subordinated debt issuance in 2024,

and an increase in non-interest expense of $281,000, primarily due to merger-related expenses of $266,000.

The following table presents disaggregated net income (loss):

Three months ended,

3/31/2026

3/31/2025

Variance

QNB Bank

3,759,000

3,292,000

467,000

QNB Corp

(994,000

)

(714,000

)

(280,000

)

Consolidated net income

2,765,000

2,578,000

187,000

Total assets as of March 31, 2026 were $1,923,123,000 compared with $1,906,005,000 at December 31, 2025. Loans receivable increased $20,699,000, or 1.6%, to $1,282,773,000. Total deposits increased $10,920,000, or 0.7%, to $1,653,431,000.

“We reported solid first-quarter earnings growth driven by improved margins, higher net interest income, and continued loan growth,” said Dave Freeman, President and Chief Executive Officer. “While merger-related costs impacted reported earnings, our performance remained strong. The closing of the Victory Bancorp transaction ultimately strengthens our balance sheet, broadens our market presence, and positions QNB for sustainable growth in the periods ahead.”

Net Interest Income and Net Interest Margin

Net interest income for the quarter ended March 31, 2026 totaled $13,109,000, an increase of $1,572,000, from the same period in 2025. Net interest margin was 2.82% for the first quarter of 2026 and 2.51% for the same period in 2025, an increase of 31 basis points.

The yield on earning assets was 4.81% for both the first quarter of 2026 and 2025. The cost of interest-bearing liabilities was 2.42% for the first quarter ended March 31, 2026, compared with 2.76% for the same period in 2025, a decrease of 34 basis points.

Average loan growth of $62,834,000 was primarily funded from payments on mortgage-backed securities and interest-earning deposits. Loan growth was primarily in commercial real estate, which comprised 47.8% of average earning assets in the first three months of 2026 compared with 45.5% for the same period in 2025, and the increases in both rates and volume in commercial real estate loans majorly contributed to the 14 basis-point increase in the yield on loans. The 47 basis point decrease in the rate on total borrowings was due to long-term debt maturities being replaced with lower cost short-term borrowings. The average rate paid on interest-bearing deposits decreased 35 basis points.

Asset Quality, Provision for Credit Losses on Loans and Allowance for Credit Losses

QNB recorded a $303,000 provision for credit losses on loans in the first quarter of 2026 compared to a $550,000 provision in the first quarter of 2025. QNB's allowance for credit losses on loans of $9,531,000 represents 0.74% of loans receivable at March 31, 2026, compared to $9,215,000, or 0.73% of loans receivable at December 31, 2025. The one-basis point increase in the allowance for credit losses on loans was primarily due to reserves for collateral dependent loans. Net loan recoveries were $13,000 for the quarter ended March 31, 2026, compared with charge-offs of $3,000 for the same period in 2025.

Total non-performing loans, which represent loans on non-accrual status and loans past due 90 days or more and still accruing interest, were $9,614,000, or 0.75% of loans receivable at March 31, 2026, compared with $8,793,000, or 0.70% of loans receivable at December 31, 2025. The increase was primarily due to one retail customer. In cases where there is a collateral shortfall on non-accrual loans, specific reserves have been established based on updated collateral values even if the borrower

continues to pay in accordance with the terms of the agreement. At March 31, 2026, $7,563,000, or approximately 79% of the loans classified as non-accrual, are current or past due less than 30 days. Commercial loans classified as substandard or doubtful loans totaled $38,845,000 at March 31, 2026, compared with $39,516,000 at December 31, 2025; these were comprised primarily of commercial real estate loans.

Non-Interest Income

Total non-interest income was $1,801,000 for the first quarter of 2026 compared with $1,584,000 for the same period in 2025.

Fees for service to customers increased $66,000 for the quarter ended March 31, 2026, as overdraft fees increased $51,000 and other deposit-related fees increased $15,000. ATM and debit card income increased $85,000 due to volume. Retail brokerage and advisory income increased $62,000 to $203,000 for the same period. Other non-interest income increased $14,000 for the same period due to an increase in Merchant fees of $7,000 and an increase in bank-owned life insurance of $5,000.

Non-Interest Expense

Total non-interest expense was $11,138,000 for the first quarter of 2026 compared with $9,369,000 for the same period in 2025. Excluding pre-tax merger-related costs of $888,000, noninterest expense increased $881,000 or 9.4% for the first quarter of 2026, compared to the same period in 2025. Salaries and benefits expense increased $584,000, or 11.6%, to $5,616,000 when comparing for the first quarter of 2026, compared to the same period in 2025. Salary expense and related payroll taxes increased $461,000, or 10.6%, to $4,805,000 during the first quarter of 2026 compared to the same period in 2025, primarily due to bonus accruals and pay increases. Benefits expense increased $113,000, or 36.2%, when comparing the two periods primarily due to increase in medical costs.

Net occupancy and furniture and equipment expense increased $156,000 due to software maintenance costs. Other non-interest expense increased $141,000, or 5.4%, when comparing first quarter of 2026 with the same period in 2025 due to an increase in third-party services of $152,000 related to information technology services and consultant expense and an increase in marketing expense of $169,000; partly offset by decreases in FDIC insurance premiums of $82,000 and bank shares tax of $62,000.

Income Taxes

Provision for income taxes increased $83,000 to $707,000 in the first quarter of 2026 due to higher taxable income, compared with the same period in 2025. The effective tax rate for the quarter ended March 31, 2026 was 20.4% compared with 19.5% for the same period in 2025. The increase in the tax rate in 2026 was due to non-taxable merger-related costs.

About the Company

QNB Corp. is the holding company for QNB Bank, which is headquartered in Quakertown, Pennsylvania. QNB Bank currently operates twelve branches in Bucks, Lehigh and Montgomery Counties and offers commercial and retail banking services in the communities it serves. In addition, the Company provides securities and advisory services under the name of QNB Financial Services through a registered Broker/Dealer and Registered Investment Advisor, and title insurance as a member of Laurel Abstract Company LLC. More information about QNB Corp. and QNB Bank is available at QNBBank.com.

Forward Looking Statement

This press release may contain forward-looking statements as defined in the Private Securities Litigation Act of 1995. Actual results and trends could differ materially from those set forth in such

statements due to various factors. Such factors include the possibility that increased demand or prices for the Company’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission, including "Item lA. Risk Factors," set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

Contacts:

David W. Freeman

Jeffrey Lehocky

President & Chief Executive Officer

Chief Financial Officer

215-538-5600 x-5619

215-538-5600 x-5716

dfreeman@QNBbank.com

jlehocky@QNBbank.com

QNB Corp.

Consolidated Selected Financial Data (unaudited)

(Dollars in thousands)

Balance Sheet (Period End)

3/31/26

12/31/25

9/30/25

6/30/25

3/31/25

Assets

1,923,123

1,906,005

1,903,244

1,884,828

1,896,189

Cash and cash equivalents

56,603

50,297

66,331

66,471

81,557

Investment securities

Debt securities, AFS

528,007

542,830

538,318

544,262

547,138

Loans held-for-sale

1,199

246

—

1,166

248

Loans receivable

1,282,773

1,262,074

1,246,529

1,218,539

1,212,162

Allowance for credit losses on loans

(9,531

)

(9,215

)

(9,255

)

(9,169

)

(9,298

)

Net loans

1,273,242

1,252,859

1,237,274

1,209,370

1,202,864

Deposits

1,653,431

1,642,511

1,681,540

1,651,667

1,664,555

Demand, non-interest bearing

187,580

189,957

189,492

201,460

203,666

Interest-bearing demand, money market and savings

1,099,480

1,076,757

1,104,761

1,060,688

1,083,011

Time

366,371

375,797

387,287

389,519

377,878

Short-term borrowings

86,806

80,601

48,703

67,464

43,299

Long-term debt

—

30,000

Subordinated debt

39,318

39,268

39,218

39,168

39,118

Shareholders' equity

131,384

129,563

121,487

113,269

108,223

Asset Quality Data (Period End)

Non-accrual loans

9,614

8,793

8,947

8,651

Loans past due 90 days or more and still accruing

—

Non-performing loans

9,614

8,793

8,947

8,651

Other real estate owned and repossessed assets

—

Non-performing assets

9,614

8,793

8,947

8,651

Allowance for credit losses on loans

9,531

9,215

9,255

9,169

9,298

Non-performing loans / Loans excluding held-for-sale

0.75

0.70

0.72

0.73

0.71

Non-performing assets / Assets

0.50

0.46

0.47

0.46

Allowance for credit losses on loans / Loans excluding held-for-sale

0.74

0.73

0.74

0.75

0.77

QNB Corp.

Consolidated Selected Financial Data (unaudited)

(Dollars in thousands, except per share data)

Three months ended,

For the period:

3/31/26

12/31/25

9/30/25

6/30/25

3/31/25

Interest income

22,476

23,812

23,518

23,110

22,198

Interest expense

9,367

9,770

10,520

10,458

10,661

Net interest income

13,109

14,042

12,998

12,652

11,537

(Reversal of) provision for credit losses

300

(48

)

(146

)

550

Net interest income after provision for credit losses

12,809

14,090

12,905

12,798

10,987

Non-interest income:

Fees for services to customers

513

533

521

485

447

ATM and debit card

741

835

776

724

656

Retail brokerage and advisory income

203

171

196

140

141

Net (loss) gain on sale of loans

—

Other

336

335

313

299

322

Total non-interest income

1,801

1,874

1,847

1,652

1,584

Non-interest expense:

Salaries and employee benefits

5,616

5,730

5,248

5,251

5,032

Net occupancy and furniture and equipment

1,892

1,649

1,688

1,681

1,736

Merger-related expense

888

619

519.00

—

Other

2,742

2,696

2,727

2,630

2,601

Total non-interest expense

11,138

10,694

10,182

9,562

9,369

Income before income taxes

3,472

5,270

4,570

4,888

3,202

Provision for income taxes

707

1,289

922

1,005

624

Net income

2,765

3,981

3,648

3,883

2,578

Share and Per Share Data:

Net income - basic

0.74

1.07

0.98

1.05

0.70

Net income - diluted

0.73

1.06

0.98

1.04

0.69

Book value

32.90

34.65

32.59

30.46

29.17

Cash dividends

0.39

0.38

Average common shares outstanding -basic

3,760,664

3,730,591

3,721,501

3,710,878

3,699,854

Average common shares outstanding -diluted

3,775,579

3,745,230

3,735,993

3,724,808

3,713,141

Selected Ratios:

Return on average asset

0.59

0.83

0.76

0.83

0.56

Return on average shareholders' equity

8.40

12.52

12.49

14.25

9.73

Net interest margin (tax equivalent)

2.82

2.95

2.72

2.69

2.51

Efficiency ratio (tax equivalent)

73.97

66.79

68.09

66.39

70.65

Average shareholders' equity to total average assets

6.99

6.64

6.09

5.79

5.74

Net loan (recoveries) charge-offs

(13

)

(16

)

Net loan (recoveries) charge-offs-annualized / Average loans excluding held-for-sale

0.00

-0.01

0.00

Balance Sheet (Average)

Assets

1,909,962

1,901,870

1,904,529

1,887,138

1,872,950

Investment securities

596,894

604,727

612,204

621,128

614,329

Loans receivable

1,273,380

1,249,481

1,224,490

1,216,011

1,193,949

Deposits

1,638,840

1,671,921

1,678,118

1,647,990

1,635,629

Shareholders' equity

133,514

126,202

115,907

109,299

107,503

QNB Corp. (Consolidated)

Average Balances, Rate, and Interest Income and Expense Summary (Tax-Equivalent Basis)

Three Months Ended

March 31, 2026

March 31, 2025

Average

Balance

Rate

Interest

Balance

Rate

Interest

Assets

Investment securities:

U.S. Treasury

20,827

3.71

191

20,155

4.38

217

U.S. Government agencies

75,969

1.18

224

75,960

1.18

224

State and municipal

104,524

2.31

603

105,256

2.86

754

Mortgage-backed and CMOs

324,895

1.91

1,548

363,641

2.43

2,208

Corporate debt securities and mutual funds

70,679

5.82

1,028

61,545

6.88

1,058

Total investment securities

596,894

2.41

3,594

626,557

2.85

4,461

Loans:

Commercial real estate

910,923

5.99

13,444

857,600

5.71

12,069

Residential real estate

122,369

4.55

1,392

114,271

4.33

1,238

Home equity loans

76,534

5.83

1,099

67,973

6.41

1,074

Commercial and industrial

141,204

7.03

2,448

148,680

7.41

2,717

Consumer loans

2,932

7.91

3,446

7.68

Tax-exempt loans

19,637

4.85

235

18,795

4.15

192

Total loans, net of unearned income*

1,273,599

5.95

18,675

1,210,765

5.81

17,355

Other earning assets

37,100

3.86

354

47,641

4.44

522

Total earning assets

1,907,593

4.81

22,623

1,884,963

4.81

22,338

Cash and due from banks

12,896

13,226

Accumulated other comprehensive loss, net of tax

(44,460

)

(59,988

)

Allowance for credit losses on loans

(9,296

)

(8,739

)

Other assets

43,229

43,488

Total assets

1,909,962

1,872,950

Liabilities and Shareholders' Equity

Interest-bearing deposits:

Interest-bearing demand

399,248

0.95

931

380,293

1.01

944

Municipals

135,142

3.19

1,063

149,579

3.95

1,456

Money market

255,220

2.55

1,603

256,265

2.88

1,818

Savings

284,256

1.29

903

279,657

1.30

893

Time < $100

165,865

3.24

1,327

178,500

3.79

1,670

Time $100 through $250

150,480

3.53

1,311

154,125

4.25

1,613

Time > $250

59,038

3.64

530

48,785

4.31

518

Total interest-bearing deposits

1,449,249

2.15

7,668

1,447,204

2.50

8,912

Short-term borrowings

83,573

3.70

762

47,529

3.89

456

Long-term debt

—

30,111

4.73

356

Subordinated debt

39,291

9.54

937

39,092

9.59

937

Total borrowings

122,864

5.61

1,699

116,732

6.08

1,749

Total interest-bearing liabilities

1,572,113

2.42

9,367

1,563,936

2.76

10,661

Non-interest-bearing deposits

189,591

185,992

Other liabilities

14,744

15,519

Shareholders' equity

133,514

107,503

Total liabilities and

shareholders' equity

1,909,962

1,872,950

Net interest rate spread

2.39

2.05

Margin/net interest income

2.82

13,256

2.51

11,677

Tax-exempt securities and loans were adjusted to a tax-equivalent basis and are based on the Federal corporate tax rate of 21%

Non-accrual loans and investment securities are included in earning assets.

* Includes loans held-for-sale

QNB Corp.

Consolidated Selected Financial Data (unaudited)

Impact of Merger-Related Costs--GAAP to Non-GAAP Measure Reconciliation

(Dollars in thousands, except per share data)

Three months ended,

For the period:

3/31/2026

3/31/2025

Variance

Net income (GAAP)

2,765

2,578

187

Merger-related costs

888

—

888

Income tax benefit

(134

)

—

(134

)

Merger-related costs, net of tax

754

—

754

Net income excluding impact of merger-related costs (Non-GAAP)

3,519

2,578

941

Share and Earnings Per Share (EPS) Data:

Basic:

EPS using Net income (GAAP)

0.74

0.70

0.04

EPS using Net income excluding impact of merger-related costs (Non-GAAP)

0.94

0.70

0.24

Fully-diluted:

EPS using Net income (GAAP)

0.73

0.69

0.04

EPS using Net income excluding impact of merger-related costs (Non-GAAP)

0.93

0.69

0.24

Average common shares outstanding -basic

3,760,664

3,699,854

Average common shares outstanding -diluted

3,775,579

3,713,141

Selected Ratios:

Return on Average Assets (ROAA):

ROAA using Net income (GAAP)

0.59

0.56

3 bp

ROAA using Net income excluding impact of merger-related costs (Non-GAAP)

0.75

0.56

19 bp

Return on Average Equity (ROAE):

ROAE using Net income (GAAP)

8.40

9.73

-133 bp

ROAE using Net income excluding impact of merger-related costs (Non-GAAP)

10.69

9.73

96 bp

Efficiency Ratio:

Efficiency Ratio (GAAP)

73.97

70.65

332 bp

Efficiency Ratio excluding impact of merger-related costs (Non-GAAP)

68.07

70.65

-258 bp

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Document and Entity Information

Apr. 28, 2026

Cover [Abstract]

Document Type

8-K

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false

Document Period End Date

Apr. 28, 2026

Entity Registrant Name

QNB Corp.

Entity Central Index Key

0000750558

Entity Emerging Growth Company

false

Entity File Number

0-17706

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Tax Identification Number

23-2318082

Entity Incorporation, State or Country Code

Entity Address, Address Line One

15 North Third Street

Entity Address, Address Line Two

P.O. Box 9005

Entity Address, City or Town

Quakertown

Entity Address, State or Province

Entity Address, Postal Zip Code

18951-9005

City Area Code

215

Local Phone Number

538-5600

Title of 12(b) Security

Common Stock

Trading Symbol

QNBC

Security Exchange Name

NONE

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Cover page.

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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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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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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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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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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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