Form 8-K
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)
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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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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Local phone number for entity.
+ References
No definition available.
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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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-Section 14d
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
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- Definition
Trading symbol of an instrument as listed on an exchange.
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No definition available.
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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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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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