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Form 8-K

sec.gov

8-K — Target Hospitality Corp.

Accession: 0001104659-26-065150

Filed: 2026-05-21

Period: 2026-05-21

CIK: 0001712189

SIC: 7000 (HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615207d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615207d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615207d1_8k.htm · Sequence: 1

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0001712189

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2026-05-21

2026-05-21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 21, 2026

TARGET HOSPITALITY CORP.

(Exact Name of Registrant as Specified in Its Charter)

001-38343

(Commission File Number)

Delaware

98-1378631

(State or Other Jurisdiction of Incorporation)

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

9320 LAKESIDE BLVD., SUITE 300

THE WOODLANDS, Texas 77381

(Address of principal executive offices, including zip code)

(832) 709-2563

(Registrant’s telephone number, including

area code)

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(s)

Name

of each exchange on which registered

Common stock, par value $0.0001 per share

TH

NASDAQ

Capital 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 5.07

Submission of Matters to a Vote of Security Holders.

On May 21, 2026, Target Hospitality Corp. (the

“Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting,

the Company’s stockholders voted on four proposals and cast their votes as follows:

Proposal 1: Election of Directors

The stockholders voted for management’s nominees

for election as directors to serve for a term that shall expire at the 2027 Annual Meeting of Stockholders. The results of the vote taken

were as follows:

Nominee

For

Withheld

Broker Non-Votes

Percentage of Total

Voted For

James B. Archer

89,851,798

62,540

5,169,523

99.93%

Alex Hernandez

89,814,628

99,710

5,169,523

99.89%

Martin L. Jimmerson

89,668,417

245,921

5,169,523

99.73%

Linda Medler

89,830,440

83,898

5,169,523

99.91%

Pamela H. Patenaude

87,386,598

2,527,740

5,169,523

97.19%

Stephen Robertson

87,640,029

2,274,309

5,169,523

97.47%

Proposal 2: Ratification of Appointment of Independent Auditor

The stockholders ratified the selection, by the

audit committee of the Company’s board of directors, of Ernst & Young LLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026. The results of the vote taken were as follows:

For

Against

Abstentions

Percentage of

Total Voted For

95,036,992

33,243

13,626

99.95%

Proposal 3: Advisory Vote on the Compensation of the Company’s

Named Executive Officers (Say-on-Pay)

The stockholders approved, on an advisory and non-binding

basis, the compensation of the named executive officers of the Company. The results of the vote taken were as follows:

For

Against

Abstentions

Broker Non-Vote

Percentage of

Total Voted For

76,833,468

12,485,993

594,877

5,169,523

85.45%

Proposal 4: Amend the Incentive Plan Solely to Increase the Number

of Shares Authorized for Issuance under the Incentive Plan

The stockholders approved amendments to the Target

Hospitality Corp. 2019 Incentive Award Plan (the “Incentive Plan”) solely to increase the number of shares of common stock

of the Company authorized for issuance under the Incentive Plan by 4,000,000 shares to a total of 17,000,000 shares. The results of the

vote taken were as follows:

For

Against

Abstentions

Broker Non-Vote

Percentage of

Total Voted For

83,736,799

5,627,283

550,256

5,169,523

93.12%

Item 8.01

Other Events.

On May 21, 2026, the Company awarded restricted

stock units to each of its non-employee directors. A copy of the form of award agreement for our non-employee directors is filed as Exhibit

10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Exhibit

Description

10.1

Form of Restricted Stock Unit Agreement (Non-Employee

Directors).

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,

hereunto duly authorized.

Target Hospitality Corp.

By:

/s/ Heidi D. Lewis

Dated: May 21, 2026

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel

and Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615207d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

FORM OF RESTRICTED STOCK UNIT AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

This Restricted Stock Unit

Agreement (this “Agreement”) is made and entered into as of May 21, 2026 (the “Grant Date”)

by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [DIRECTOR NAME] (the “Participant”).

This Agreement is being entered into pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the “Plan”).

Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.

1.            Grant

of Restricted Stock Units. Pursuant to Section 9 of the Plan, the Company hereby issues to the Participant on the

Grant Date an Award consisting of [NUMBER] Restricted Stock Units (the “Restricted Stock Units”). Each Restricted Stock

Unit represents the right to receive one Common Share, subject to the terms and conditions set forth in this Agreement and the Plan. The

Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books and records of the Company

(the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets

of the Company.

2.            Consideration.

The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.

3.            Vesting.

Except as otherwise provided herein or in the Plan, provided that the Participant remains in continuous service through the applicable

vesting date, the Restricted Stock Units will vest in accordance with the schedule set forth in the chart below (the period during which

restrictions apply, the “Restricted Period”). Once vested, the Restricted Stock Units shall become “Vested

Units.”

Vesting Date

Percentage of Vested Units

Number of Vested Units

May 21, 2027 or, if earlier, the date of the first Annual Meeting of the Stockholders of the Company following the Grant Date

100%

4.            Termination

of Service/Change in Control.

4.1          The

vesting schedule above notwithstanding, if the Participant’s service terminates for any reason at any time before all of the Restricted

Stock Units have vested, the Participant’s unvested Restricted Stock Units shall be automatically forfeited upon such termination

of service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.

4.2          Notwithstanding

any provision of this Agreement or the Plan to the contrary, upon the occurrence of a Change in Control, any Restricted Period in effect

on the date of the Change in Control shall expire as of such date and any unvested Restricted Stock Units shall vest.

1

5.            Restrictions.

Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until such time as the Restricted

Stock Units are settled, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached,

sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer

or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the

Restricted Stock Units will be forfeited by the Participant and all of the Participant’s rights to such units shall immediately

terminate without any payment or consideration by the Company. Notwithstanding the foregoing, the Restricted Stock Units may be transferred

during the Restricted Period to a Permitted Transferee with the prior written consent of the Committee, in accordance with Section 16(b)(ii) of

the Plan. Any Permitted Transferee shall be bound by and subject to all of the terms and conditions of this Agreement and the Plan relating

to the transferred Restricted Stock Units except as otherwise provided in Section 16(b)(iii) of the Plan. The Company shall

cooperate with any Permitted Transferee and the Company’s transfer agent in effectuating any transfer permitted under this Agreement.

6.            Rights

as Shareholder; Dividend Equivalents.

6.1         The

Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted Stock Units unless

and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following the settlement of

the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted Stock Units unless

and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company

(including voting rights).

6.2          In

the event that the Company pays any cash dividends on its Common Shares between the Grant Date and the date when the Restricted Stock

Units are settled in accordance with Section 7 hereof or are forfeited, the Participant’s Account shall be credited on the

date such dividend is paid to shareholders with an amount equal to all cash dividends that would have been paid to the Participant if

one Common Share had been issued on the Grant Date for each Restricted Stock Unit granted to the Participant (“Dividend Equivalents”).

Dividend Equivalents shall be credited to the Participant’s Account and interest may be credited on the amount of cash Dividend

Equivalents credited to the Participant’s Account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents

credited to the Participant’s Account shall be subject to the same vesting and other restrictions as the Restricted Stock Units

to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled

in accordance with Section 7 hereof. Dividend Equivalents credited to the Participant’s Account shall be distributed in cash

or, at the discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of the Dividend Equivalents and

interest, if any. Any accumulated and unpaid Dividend Equivalents attributable to Restricted Stock Units that are cancelled will not be

paid and will be immediately forfeited upon cancellation of the Restricted Stock Units.

2

7.            Payment/Settlement

of Restricted Stock Units.

7.1         ‎Except

to the extent the Participant is permitted and makes an election to defer ‎the payment or settlement of the Restricted Stock Units

in accordance with Section 7.2 below, ‎promptly upon the expiration of the Restricted Period, and in any event no later than

March 15th ‎of the calendar year following the calendar year in which the Restricted Period ends, the ‎Company shall (i) issue

and deliver to the Participant, or his or her beneficiary, without charge, the number of Common Shares equal to the number of Vested Units,

and (ii) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Common Shares

delivered to the Participant; provided, however, that the Committee may, in its sole discretion elect to (x) pay cash or part cash

and part Common Share in lieu of delivering only Common Shares in respect of the Restricted Stock Units, or (y) defer the delivery

of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such

delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of

delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of the Common Shares as of the date on which

the Restricted Period lapsed with respect to the Restricted Stock Units, less an amount equal to any required tax withholdings.

7.2         Notwithstanding

the foregoing, the Committee may permit the Participant to ‎make an irrevocable election to defer the delivery of Common Shares (or

cash or part Common ‎Shares and part cash, as the case may be) in respect of all or a portion of the Restricted Stock ‎Units to

a date or dates beyond the expiration of the Restricted Period, provided that the terms ‎of any such deferral agreement satisfy the

requirements of Section 409A of the Code (or any ‎successor) and any regulations or rulings promulgated thereunder (collectively,

“Section 409A of ‎the Code”) and any rules and/or procedures adopted by the Committee for the making

of such ‎elections. Any election made by the Participant during the calendar year immediately preceding the year in which this Award

is granted shall apply to this Award. In the event such an election is made and the Participant is a “specified employee”

as determined pursuant to Section 409A of the Code, at the time that the Participant receives a payment in connection with the Participant’s

“separation from service” as determined pursuant to Section 409A of the Code (other than for death), the payment shall

instead be made on the earlier of the first U.S. business day after the date that is (i) six months following the Participant’s

separation from service as determined pursuant to Section 409A of the Code, or (ii) the date of the Participant’s death

to the extent such delayed payment is otherwise required to avoid a prohibited distribution under Section 409A of the Code.

8.            No

Rights to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained

in any position, as a director of the Company or any Affiliate or in any other capacity. Further, nothing in the Plan or this Agreement

shall be construed to limit the discretion of the Company or an Affiliate to terminate the Participant’s service with the Company

or an Affiliate at any time.

9.            Adjustments.

In the event of any change to the outstanding Common Shares or the capital structure of the Company (including, without limitation, a

Change in Control), if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Section 12

of the Plan.

3

10.          Beneficiary

Designation. The Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who

shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or her death, in accordance with Section 16(f) of

the Plan.

11.          Tax

Liability and Withholding.

11.1       The

Participant shall be required to pay, and the Company shall have the right and is authorized to withhold, from any cash, Common Shares,

other securities or other property deliverable under this Agreement or from any fees or other amounts owing to the Participant, the amount

of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary

to satisfy all obligations for the payment of such withholding taxes in accordance with Section 16(c) of the Plan. The Committee

may permit the Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination

of such means of the Plan, (a) tendering a cash payment, (b) authorizing the Company to withhold Common Shares from the Common

Shares otherwise issuable or deliverable to the Participant as a result of the vesting of the Restricted Stock Units (provided, however,

that no Common Shares shall be withheld with a value exceeding the maximum amount of tax required to be withheld by law), or (c) delivering

to the Company previously owned and unencumbered Common Shares. Notwithstanding the foregoing, in the event the Participant fails to provide

timely payment of all sums required to satisfy any applicable federal, state and local withholding obligations in respect of the Restricted

Stock Units, the Company shall treat such failure as an election by the Participant to satisfy all or any portion of the Participant’s

required payment obligation pursuant to Section 11.1(b) above.

11.2        Notwithstanding

any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related

Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company

(a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting

or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted

Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

12.         Compliance

with Law. The issuance and transfer of Common Shares shall be subject to compliance by the Company and the Participant with

all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the

Common Shares may be listed. No Common Shares shall be issued pursuant to Restricted Stock Units unless and until any then applicable

requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its

counsel. The Participant understands that the Company is under no obligation to register the Common Shares with the Securities and Exchange

Commission, any state securities commission or any stock exchange to effect such compliance.

13.          Notices.

Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the General Counsel &

Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under

this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the

Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

4

14.         Governing

Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Texas without regard to conflict

of law principles.

15.          Interpretation.

Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee (excluding

the Participant if the Participant serves on the Committee) for review. The resolution of such dispute by the Committee shall be final

and binding on the Participant and the Company.

16.          Participant

Bound by Plan. This Agreement is subject to all terms and conditions of the Plan as approved by the Company’s shareholders.

The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event

of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions

of the Plan will govern and prevail.

17.          Successors

and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to

the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will

be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the

Restricted Stock Units may be transferred by will or the laws of descent or distribution.

18.          Severability.

The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any

other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to

the extent permitted by law. If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal,

or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed

applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be

construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such

provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any

such Award shall remain in full force and effect.

19.         Discretionary

Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.

The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted

Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification,

or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s service

with the Company.

20.          Amendment.

The Committee has the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, prospectively or retroactively; provided

that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s

consent.

5

21.          Section 409A.

This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted

in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding

the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A

of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that

may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

22.          Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one

and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail

in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance

of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

23.          Acceptance.

The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms

and provisions thereof, and accepts Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement.

The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or

disposition of the underlying shares and that the Participant should consult a tax advisor prior to such vesting, settlement or disposition.

[SIGNATURE PAGE FOLLOWS]

6

IN WITNESS WHEREOF, the parties hereto have executed

this Agreement as of the date first above written.

TARGET HOSPITALITY CORP.

By:

Name:

Title:

[PARTICIPANT NAME]

By:

7

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Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

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

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No definition available.

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- Definition

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

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No definition available.

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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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-Number 240

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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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-Number 240

-Section 12

-Subsection d1-1

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

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Trading symbol of an instrument as listed on an exchange.

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- Definition

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

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