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Form 8-K

sec.gov

8-K — Horizon Kinetics Holding Corp

Accession: 0001193125-26-225476

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0000088000

SIC: 6282 (INVESTMENT ADVICE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hkhc-20260515.htm (Primary)

EX-99.1 (hkhc-ex99_1.htm)

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8-K

8-K (Primary)

Filename: hkhc-20260515.htm · Sequence: 1

8-K

0000088000falsetrueNONE00000880002026-05-152026-05-15

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 15, 2026

HORIZON KINETICS HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-13458

84-0920811

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

470 Park Ave S.

New York, New York

10016

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 291-2300

(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

None

N/A

N/A

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 May 15, 2026, Horizon Kinetics Holding Corporation (the “Company”) issued a press release setting forth the Company’s financial information for the three months ended March 31, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

99.1

Press release dated May 15, 2026

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 hereunto duly authorized.

HORIZON KINETICS HOLDING CORPORATION

Date:

May 15, 2026

/s/ Jay Kesslen

Jay Kesslen

General Counsel

EX-99.1

EX-99.1

Filename: hkhc-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

HORIZON KINETICS HOLDING CORPORATION REPORTS FIRST QUARTER RESULTS

Highlights for the Quarter ended March 31, 2026:

Management and advisory fee revenue of $18.3 million for the quarter ended March 31, 2026, a decrease of 3.7% from the first quarter of 2025.

Incentive fees of $18.1 million earned from certain private funds resulting from the expiration of certain trading restrictions associated with their investments in Miami International Holdings (“MIAX”).

Operating income (loss) was a loss of $4.3 million (GAAP presentation) and income of $17.1 million for the quarter ended March 31, 2026 (advisor only presentation).

Other income of $85.5 million resulting from unrealized gains on investments and equity in earnings of private funds (advisor only presentation).

Net income attributable to Horizon Kinetics Holding Corporation of $72.5 million, or $3.89 per common share for the three months ended March 31, 2026.

Assets under management (“AUM”) grew to $11.4 billion as of March 31, 2026, an increase of 19% from December 31, 2025.

Board of Directors declares a $0.127 per share dividend.

New York, NY – May 15, 2026

Horizon Kinetics Holding Corporation (the “Company” or “HKHC”) (OTCQX: HKHC) reported financial results for its first quarter of 2026.

The Company's management and advisory fee revenue decreased 3.7% for the first quarter of 2026 resulting from decreases at certain mutual funds, which were partially offset by increases in revenues at our Inflation Beneficiaries ETF ("INFL"). The Company also benefited from incentive fees of $18.1 million earned from private funds during the quarter ended March 31, 2026 resulting from the expiration of certain trading restrictions associated with their investments in MIAX. The economic benefit of these incentive fees is reflected as a lower attribution to redeemable noncontrolling interests in the consolidated financial statements and management and advisory fees in the supplemental "Advisor only" presentation.

The Company's AUM increased to $11.4 billion, or 19%, during the quarter due primarily to the increase in market value of Texas Pacific Land Corporation ("TPL"), which itself increased 65% during the quarter. The impact of the TPL increase was partially offset by decreases in bitcoin related holdings such as Grayscale Bitcoin Trust ("GBTC"), which decreased 23%, and net outflows for the quarter. The outflows were primarily related to redemptions associated with private funds holding MIAX, which were generally expected to see redemptions following the expiration of restrictions.

The Company’s operating expenses included higher commissions and other costs of $6.1 million that were specific to the incremental incentive fees received this quarter.

The first quarter benefited from $192.5 million of investment income held within the Company's consolidated investment products. Our clients' interests in these amounts are reflected in the redeemable noncontrolling interests, which were $135.7 million for the three months ended March 31, 2026.

HKHC shareholders also benefited from $45.6 million of equity in earnings of private funds, net, and $36.2 million of unrealized net gains from investments for the three months ended March 31, 2026. These gains were partially offset by the unrealized losses of $2.8 million for the three months ended March 31, 2026 from its digital asset holdings.

On May 14, 2026, the Company's Board of Directors declared a cash dividend of $0.127 per share, payable on June 17, 2026, to shareholders of record as of the close of business on May 27, 2026.

Conference Call

Peter Doyle and Steve Bregman, Co-Chief Executive Officers, and Mark Herndon, Chief Financial Officer, will host a conference call on Tuesday, May 19, 2026 at 4:15 pm EDT. You may register for the conference call by clicking on the following link:

Tuesday, May 19, 2026 4:15 pm ET

Online Webinar: REGISTER HERE

Phone Access: +1 (415) 655-0052 Access Code: 625-433-372

Only online participants can submit questions during the Webinar.

HORIZON KINETICS HOLDING CORPORATION

Consolidated Statements of Operations

(in thousands)

Three Months Ended March 31,

2026

2025

Revenue:

Management and advisory fees

$

18,204

$

18,908

Other income and fees

89

115

Total revenue

18,293

19,023

Operating expenses:

Compensation and related employee benefits

14,199

9,109

Sales, distribution and marketing

4,960

4,132

Depreciation and amortization

198

437

General and administrative expenses

2,545

2,531

Expenses of consolidated investment products

723

1,095

Total operating expenses

22,625

17,304

Operating income (loss)

(4,332

)

1,719

Other income (expense):

Equity earnings, net

10,289

3,051

Interest and dividends

407

491

Other income (expense)

5,866

(51

)

Investment and other income (losses) of consolidated investment products, net

190,806

70,267

Interest and dividend income of consolidated investment products

1,649

2,904

Unrealized (loss) gain on digital assets, net

(2,831

)

(1,779

)

Realized gain on investments, net

358

2,199

Unrealized gain (loss) on investments net

36,153

13,734

Total other income (expense), net

242,697

90,816

Income (loss) from continuing operations before provision for income taxes

238,365

92,535

Income tax (expense) benefit

(30,113

)

(10,371

)

Income (loss) from continuing operations, net of tax

208,252

82,164

Income (loss) from discontinued operations, net of tax

-

(327

)

Net income

$

208,252

$

81,837

Less: net income attributable to redeemable noncontrolling interests

(135,720

)

(58,996

)

Net income attributable to Horizon Kinetics Holding Corporation

$

72,532

$

22,841

Basic and diluted net income per common shares:

Net income from continuing operations

$

3.89

$

1.25

Net (loss) from discontinued operations

$

-

$

(0.02

)

Net income attributable to Horizon Kinetics Holding Corporation

$

3.89

$

1.23

Weighted average shares outstanding:

Basic and diluted

18,635

18,635

HORIZON KINETICS HOLDING CORPORATION

Consolidated Statements of Financial Condition

(in thousands)

March 31,

December 31,

2026

2025

(Unaudited)

Assets

Cash and cash equivalents

$

36,738

$

36,884

Fees receivable, net

8,210

6,575

Investments, at fair value

113,140

76,535

Assets of consolidated investment products

Cash and cash equivalents

41,863

45,493

Investments, at fair value

1,898,360

1,708,395

Other assets

9,622

9,517

Other investments

36,456

21,032

Operating lease right-of-use assets

5,822

6,382

Property and equipment, net

980

395

Prepaid expenses and other assets

9,162

8,603

Due from affiliates

7

10

Digital assets

9,687

12,509

Intangible assets, net

40,924

41,108

Goodwill

23,373

23,373

Total assets

$

2,234,344

$

1,996,811

Liabilities, Noncontrolling Interests, and Shareholders’ Equity

Liabilities:

Accounts payable, accrued expenses and other

$

18,611

$

12,149

Accrued third party distribution expenses

642

578

Deferred revenue

60

66

Liabilities of consolidated investment products

Accounts payable and accrued expenses

166,785

1,596

Other liabilities

3,286

735

Deferred tax liability, net

94,274

66,345

Due to affiliates

8,541

7,689

Operating lease liability

7,603

8,248

Total liabilities

299,802

97,406

Commitments and contingencies (Note 11)

Redeemable noncontrolling interests

1,525,312

1,560,452

Shareholders' equity

Preferred stock, no par value, authorized 20,000 shares; no shares issued and outstanding

-

-

Common stock; $0.10 par value, 50,000 shares authorized; 18,635 shares issued and outstanding, net of 1 share treasury stock at March 31, 2026 and December 31, 2025, respectively

1,864

1,864

Additional paid-in capital

39,243

39,243

Retained earnings

368,123

297,846

Total shareholders’ equity

409,230

338,953

Total liabilities, noncontrolling interests, and shareholders’ equity

$

2,234,344

$

1,996,811

Additional Information about our performance

The Company consolidates certain private funds in order for the consolidated financial statements to conform with generally accepted accounting principles. As a result, the assets and liabilities of the applicable consolidated funds is presented on the Company’s consolidated statements of financial condition. Additionally, an amount that represents the Company’s clients’ interests in these consolidated private funds will be presented as redeemable noncontrolling interests on the Company’s consolidated statements of financial condition. The investment income (losses), other income (losses) and the expenses of the consolidated investment products will be presented within the Company’s consolidated statements of operations. Additionally, an amount that represents the net income attributable to redeemable noncontrolling interests as well as the net income (loss) attributable to Horizon Kinetics Holding Corporation will be presented on the Company’s consolidated statement of operations.

Consolidated Investment Products (“CIPs”) consist of certain private investment funds which are sponsored by the Company. The Company has no right to the CIPs’ assets, other than its direct equity investments in them and investment management and other fees earned from them. The liabilities of the CIPs have no recourse to the Company’s assets beyond the level of its direct investment, therefore the Company bears no other risks associated with the CIPs’ liabilities.

As indicated in the additional information presented in the tables below there are several notable presentational differences as a result of the consolidation of the CIPs:

Management and advisory fees, including incentive fees, from CIPs are eliminated from consolidated revenues. Accordingly, our presentation without the CIPs reflects an increased revenue growth to $38.9 million, an 84% increase from the first quarter of 2025.

The equity in earnings of private funds which results primarily from CIPs that are eliminated from the consolidated presentation as that activity is included within the investment results of the CIPs. Accordingly, our presentation without the CIPs reflects an increased level of equity earnings that presents an increase in the value of our holdings within the CIPs.

Stockholders’ equity and net income attributable to Horizon Kinetics Holding Corporation are not impacted by the consolidation process.

The Statement of Financial Condition without the consolidation of private funds presents lower total assets as a result of excluding the total assets held by the CIPs as well as the associated redeemable noncontrolling interests, which represents our clients’ interests in these funds. A portion of the total assets held by private funds continues to relate to economic interests held by Horizon Kinetics Holding Corporation, which is reflected in Other Investments in the presentation below, which increased $69.2 million during the first quarter of 2026 due primarily to the performance of the CIPs.

HORIZON KINETICS HOLDING CORPORATION

Statements of Operations (Unaudited)

(in thousands)

(Advisor only: without consolidation of private funds)

Three Months Ended March 31,

2026

2025

Revenue:

Management and advisory fees

$

38,944

$

21,145

Other income and fees

89

115

Total revenue

39,033

21,260

Operating expenses:

Compensation and related employee benefits

14,199

9,109

Sales, distribution and marketing

4,960

4,132

Depreciation and amortization

198

437

General and administrative expenses

2,545

2,567

Expenses of consolidated investment products

-

-

Total operating expenses

21,902

16,245

Operating income

17,131

5,015

Other income (expense):

Equity in earnings of private funds, net

45,561

13,930

Interest and dividends

407

491

Other income (expense)

5,866

(51

)

Investment and other income (losses) of consolidated investment products, net

-

-

Interest and dividend income of consolidated investment products

-

-

Unrealized (loss) gain on digital assets, net

(2,831

)

(1,779

)

Realized gain on investments, net

358

2,199

Unrealized gain (loss) on investments net

36,153

13,734

Total other income (expense), net

85,514

28,524

Income before provision for income taxes

102,645

33,539

Income tax (expense) benefit

(30,113

)

(10,371

)

Income (loss) from continuing operations, net of tax

72,532

23,168

Income (loss) from discontinued operations, net of tax

-

(327

)

Net income (loss)

$

72,532

$

22,841

Less: net income attributable to redeemable noncontrolling interests

-

-

Net income Attributable to Horizon Kinetics Holding Corporation

$

72,532

$

22,841

Basic and diluted net income per common shares:

Net income

$

3.89

$

1.23

Weighted average shares outstanding:

Basic and diluted

18,635

18,635

Three months ended March 31, 2026

Consolidated Company Entities

Consolidated Investment Products

Eliminations

Consolidated

Revenue:

Management and advisory fees

$

38,944

$

-

$

(20,740

)

$

18,204

Other income and fees

89

-

-

89

Total revenue

39,033

-

(20,740

)

18,293

Operating expenses:

Compensation and related employee benefits

14,199

-

-

14,199

Sales, distribution and marketing

4,960

-

-

4,960

Depreciation and amortization

198

-

-

198

General and administrative expenses

2,545

-

-

2,545

Expenses of consolidated investment products

-

704

19

723

Total operating expenses

21,902

704

19

22,625

Operating income

17,131

(704

)

(20,759

)

(4,332

)

Other income (expense):

Equity in earnings of private funds, net

45,561

-

(35,272

)

10,289

Interest and dividends

407

-

-

407

Other income (expense)

5,866

-

-

5,866

Investment and other income (losses) of consolidated investment products, net

-

190,806

-

190,806

Interest and dividend income of consolidated investment products

-

1,649

-

1,649

Unrealized (loss) gain on digital assets, net

(2,831

)

-

-

(2,831

)

Realized gain on investments, net

358

-

-

358

Unrealized gain (loss) on investments net

36,153

-

-

36,153

Total other income (expense), net

85,514

192,455

(35,272

)

242,697

Income (loss) before provision for income taxes

102,645

191,751

(56,031

)

238,365

Income tax (expense) benefit

(30,113

)

-

-

(30,113

)

Net income (loss)

$

72,532

$

191,751

$

(56,031

)

$

208,252

Less: net income attributable to redeemable noncontrolling interests

-

(159,478

)

23,758

(135,720

)

Net income (loss) attributable to Horizon Kinetics Holding Corporation

$

72,532

$

32,273

$

(32,273

)

$

72,532

HORIZON KINETICS HOLDING CORPORATION

Statements of Financial Condition (Unaudited)

(in thousands)

(Advisor only: without consolidation of private funds)

March 31,

December 31,

2026

2025

Assets

Cash and cash equivalents

$

36,738

$

36,884

Fees receivable

9,877

8,154

Investments, at fair value

113,140

76,535

Assets of consolidated investment products

Cash and cash equivalents

-

-

Investments, at fair value

-

-

Other assets

-

-

Other investments

289,242

220,065

Operating lease right-of-use assets

5,822

6,382

Property and equipment, net

980

395

Prepaid expenses and other assets

9,162

8,603

Due from affiliates

16

20

Digital assets

9,687

12,509

Intangible assets, net

40,924

41,108

Goodwill

23,373

23,373

Total Assets

$

538,961

$

434,028

Liabilities, Noncontrolling Interests, and Shareholders’ Equity

Liabilities:

Accounts payable, accrued expenses and other

$

18,611

$

12,149

Accrued third party distribution expenses

642

578

Deferred revenue

60

66

Liabilities of consolidated investment products

Accounts payable and accrued expenses

-

-

Other liabilities

-

-

Deferred tax liability, net

94,274

66,345

Due to affiliates

8,541

7,689

Operating lease liability

7,603

8,248

Total Liabilities

129,731

95,075

Commitments and contingencies

Redeemable Noncontrolling Interests

-

-

Shareholders' Equity

Preferred stock, no par value, authorized 20,000 shares; no shares issued and outstanding

-

-

Common stock; $0.10 par value, 50,000 shares authorized; 18,635 shares issued and outstanding, net of 1 share treasury stock at March 31, 2026 and December 31, 2025, respectively

1,864

1,864

Additional paid-in capital

39,243

39,243

Retained earnings

368,123

297,846

Total Shareholders’ Equity

409,230

338,953

Total Liabilities, Noncontrolling Interests, and Shareholders’ Equity

$

538,961

$

434,028

March 31, 2026

Consolidated Company Entities

Consolidated Investment Products

Eliminations

Consolidated

Assets

Cash and cash equivalents

$

36,738

$

-

$

-

$

36,738

Fees receivable, net

9,877

-

(1,667

)

8,210

Investments, at fair value

113,140

-

-

113,140

Assets of consolidated investment products

Cash and cash equivalents

-

41,863

-

41,863

Investments, at fair value

-

1,898,360

-

1,898,360

Other assets

-

9,622

-

9,622

Other investments

289,242

-

(252,786

)

36,456

Operating lease right-of-use assets

5,822

-

-

5,822

Property and equipment, net

980

-

-

980

Prepaid expenses and other assets

9,162

-

-

9,162

Due from affiliates

16

-

(9

)

7

Digital assets

9,687

-

-

9,687

Intangible assets, net

40,924

-

-

40,924

Goodwill

23,373

-

-

23,373

Total assets

$

538,961

$

1,949,845

$

(254,462

)

$

2,234,344

Liabilities, Noncontrolling Interests, and Shareholders’ Equity

Liabilities:

Accounts payable, accrued expenses and other

$

18,611

$

-

$

-

$

18,611

Accrued third party distribution expenses

642

-

-

642

Deferred revenue

60

-

-

60

Liabilities of consolidated investment products

Accounts payable and accrued expenses

-

166,800

(15

)

166,785

Other liabilities

-

4,947

(1,661

)

3,286

Deferred tax liability, net

94,274

-

-

94,274

Due to affiliates

8,541

-

-

8,541

Operating lease liability

7,603

-

-

7,603

Total liabilities

129,731

171,747

(1,676

)

299,802

Commitments and contingencies

Redeemable noncontrolling interests

-

1,570,085

(44,773

)

1,525,312

Equity interests

409,230

208,013

(208,013

)

409,230

Total liabilities, noncontrolling interests, and shareholders’ equity

$

538,961

$

1,949,845

$

(254,462

)

$

2,234,344

Non-GAAP Measures

In discussing financial results, the Company presented tables without the consolidation of certain private funds which is not in accordance with Generally Accepted Accounting Principles (GAAP). We use this non-GAAP financial measure internally to make operating and strategic decisions, including evaluating our overall performance and as a factor in determining compensation for certain employees. We believe presenting this non-GAAP financial measure provides additional information to facilitate comparison of our historical operating costs and their trends, and provides additional transparency on how we evaluate our financial condition and results of operations. We also believe presenting this measure allows investors to view our financial condition and results of operations using the same measure that we use in evaluating our performance and trends.

Note Regarding Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.

Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and the Company's subsequent Quarterly Reports on Form 10-Q and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent filings with the Securities and Exchange Commission.

About Horizon Kinetics Holding Corporation

Horizon Kinetics Holding Corporation (OTCQX: HKHC) primarily offers investment advisory services through its subsidiary Horizon Kinetics Asset Management LLC (“HKAM”), a registered investment adviser. HKAM provides independent proprietary research and investment advisory services for mainly long-only and alternative value-based investing strategies. The firm’s offices are located in New York City, White Plains, New York, and Summit, New Jersey. For more information, please visit http://www.hkholdingco.com.

Investor Relations Contact:

ir@hkholdingco.com

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Document and Entity Information

May 15, 2026

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HORIZON KINETICS HOLDING CORPORATION

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Entity Tax Identification Number

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Entity Address, State or Province

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Area code of city

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

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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

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Indicate if registrant meets the emerging growth company criteria.

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

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

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true only for a security having no trading symbol.

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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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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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