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Form 8-K

sec.gov

8-K — Lumexa Imaging Holdings, Inc.

Accession: 0001193125-26-219415

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0002071288

SIC: 8071 (SERVICES-MEDICAL LABORATORIES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (d145661dex991.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 12, 2026

Lumexa Imaging Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-43010

41-2605845

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4200 Six Forks Road

Suite 1000

Raleigh, North Carolina

27609

(Address of Principal Executive Offices)

(Zip Code)

(919) 763-1100

(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

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

LMRI

The Nasdaq Stock Market LLC

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 12, 2026, Lumexa Imaging Holdings, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information furnished pursuant to Item 2.02 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.

Item 7.01.

Regulation FD Disclosure.

The information described under Item 2.02 above is incorporated by reference in this Item 7.01.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release dated May 12, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LUMEXA IMAGING HOLDINGS, INC.

By:

/s/ J. Anthony Martin

Date: May 12, 2026

Name:

J. Anthony Martin

Title:

Chief Financial Officer

EX-99.1

EX-99.1

Filename: d145661dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Lumexa Imaging Announces First Quarter 2026 Results

RALEIGH, NORTH CAROLINA, May 12, 2026—Lumexa Imaging (Nasdaq: LMRI), one of the nation’s largest providers of outpatient imaging services,

today announced results for the first quarter ended March 31, 2026, and reiterated full year 2026 guidance.

“In Q1, we

delivered several meaningful achievements to kick off a year of executing on our strategic priorities.” said Caitlin Zulla, Chief Executive Officer of Lumexa Imaging. “We continued to drive strong growth in same-center advanced imaging

volumes and our de novo centers are ramping according to our plans.”

“We are also announcing tonight four additional Lumexa Imaging centers

including two strategic tuck-in acquisitions plus two de novos. We are well on our way to achieving our stated goal of adding 8-10 de novos to our network of centers

this year.” Ms. Zulla continued, “With a large addressable market, and strong demand tailwinds plus a focused strategy centered on same-center growth, geographic expansion, and advanced imaging, we believe Lumexa Imaging is well

positioned to deliver sustained, profitable growth while expanding access to high-quality, lower-cost imaging for patients, providers, and payors.”

First Quarter 2026 Highlights:

All comparisons are to

the quarter ended March 31, 2025, unless otherwise noted

Consolidated revenues of $252.5 million, an increase of 3.1% from $245.0 million

System-wide revenue growth of 4.0%

Same center advanced volume growth: 5.6% for both consolidated and system-wide

Net income of $1.7 million as compared to net loss of $7.7 million

Adjusted EBITDA of $51.2 million as compared to $51.0 million; and a 20.3% Adjusted EBITDA margin

GAAP EPS of $0.02 per share and Adjusted EPS of $0.18 per share

Outpatient Volumes:

Consolidated

1Q26

1Q25

Increase

YoY

Consolidated total procedures

586,337

579,084

1.3

%

Consolidated advanced procedures

182,176

170,497

6.8

%

% advanced procedures

31.1

%

29.4

%

170bps

Consolidated same-center advanced volume growth

5.6

%

System-wide

System-wide total procedures

966,934

943,490

2.5

%

System-wide advanced procedures

357,592

334,642

6.9

%

% advanced procedures

37.0

%

35.5

%

150bps

System-wide same-center advanced volume growth

5.6

%

Note: Advanced Procedures includes MRI and CT modalities

2026 Full Year Outlook:

The company is reiterating its outlook for the year ending December 31, 2026. Lumexa Imaging continues to expect:

Consolidated revenues of $1.045 to $1.097 billion

Adjusted EBITDA of $234 to $242 million. This includes approximately $7 million of public company costs

that were not incurred in 2025. (At the midpoint of guidance, the addition of these costs lowers Adjusted EBITDA growth for 2026 versus 2025 from 7% to 4%)

Adjusted EPS of $0.71 to $0.77 per share

Lumexa Imaging Earnings Conference Call and Webcast

Lumexa Imaging will host a conference call to discuss its first quarter 2026 results, as well as its 2026 outlook, on May 12, 2026 at 5:00 p.m. ET. The

call can be accessed via live audio webcast online at ir.lumexaimaging.com. A replay of the webcast will be available at the same link shortly after the completion of the call and will remain available for approximately one year.

Statement Regarding Use of Non-GAAP Financial Measures

This press release uses Adjusted EBITDA and Adjusted EPS, financial measures that are not calculated in accordance with GAAP. We use Adjusted EBITDA and

Adjusted EPS, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance;

(ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) review and assess the operating performance of our management team; and (iv) analyze and evaluate financial and strategic

planning decisions regarding future operations and annual operating budgets. For a reconciliation of Adjusted EBITDA and Adjusted EPS to the most directly comparable measure calculated in accordance with GAAP, please see below.

We have not reconciled our Adjusted EBITDA or Adjusted EPS guidance to their most directly comparable GAAP measures because we do not and are not able to

provide guidance for those GAAP measures due to the uncertainty and potential variability of certain reconciling items, including transaction costs, severance and executive recruiting. Because such items cannot be provided without unreasonable

efforts, we are unable to provide the corresponding reconciliations. However, such reconciling items could have a significant impact on our future results.

About Lumexa Imaging

Lumexa Imaging is a nationwide provider of outpatient medical imaging. With over 5,000 team members and greater than 190 outpatient imaging centers, our team

conducted approximately 4 million outpatient procedures system-wide in 2025. We are a partner of choice for health systems and radiologists, delivering

best-in-class clinical excellence, operations, and

state-of-the-art technology across our platform.

Forward-Looking Statements

This press release

contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All

statements other than statements of historical facts contained in this press release may be forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you

can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” or “will,” or the negative of these words or other similar

terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding our expectations regarding our financial position and operating

performance, including our guidance for full year 2026 and our assumptions underlying such guidance; our ability to drive future growth and execute on our goals and strategies; and our expectations regarding our product innovation. Our expectations

and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including but not limited to those risk

factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for

the year ended December 31, 2025, each as filed with the Securities and Exchange Commission (SEC). The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any

obligations to update any forward-looking statements, except as required by law.

Investors:

Sue Dooley

Lumexa Imaging

sue.dooley@Lumexaimaging.com

Media Contact

Melissa Weston

Lumexa Imaging

Melissa.Weston@LumexaImaging.com

LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT FOR COMMON SHARES)

(Unaudited)

March 31, 2026

December 31, 2025

ASSETS

Cash and cash equivalents

$

51,226

$

58,828

Accounts receivable

118,141

112,942

Accounts receivable, related party

15,942

18,893

Other receivables

20,045

19,015

Prepaid expenses

16,534

17,582

Total current assets

221,888

227,260

Property and equipment, net of accumulated depreciation

150,127

144,709

Operating lease

right-of-use assets

76,175

76,555

Investments in unconsolidated affiliates

420,519

423,191

Intangible assets, net of accumulated amortization

40,245

41,335

Goodwill

807,554

807,554

Other assets

46,845

43,953

TOTAL ASSETS

$

1,763,353

$

1,764,557

LIABILITIES AND EQUITY

Accounts payable

$

37,168

$

44,857

Accrued expenses and other current liabilities

80,174

95,561

Accounts receivable pledging arrangement

1,693

1,599

Current portion of long-term debt

13,437

13,112

Current portion of finance lease liabilities

13,408

11,552

Current portion of operating lease liabilities

12,053

12,513

Total current liabilities

157,933

179,194

Long-term debt, less current maturities

816,974

819,029

Long-term finance lease liabilities, less current maturities

38,483

33,262

Long-term operating lease liabilities, less current maturities

71,402

71,437

Deferred income taxes

41,498

40,772

Other liabilities

37,443

34,740

Total liabilities

1,163,733

1,178,434

COMMITMENTS AND CONTINGENCIES

EQUITY:

Common stock, $0.001 par value, 1,000,000,000 shares authorized, 96,080,735 shares issued and

outstanding at March 31, 2026 and 96,109,927 shares issued and outstanding at December 31, 2025

96

96

Additional

paid-in-capital

1,228,867

1,217,087

Accumulated deficit

(629,343

)

(631,060

)

Total equity

599,620

586,123

TOTAL LIABILITIES AND EQUITY

$

1,763,353

$

1,764,557

LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

(Unaudited)

Three Months Ended March 31,

2026

2025

REVENUES:

Net patient service revenue

$

197,318

$

192,298

Management fee and other revenue

55,219

52,703

Total revenues

252,537

245,001

OPERATING EXPENSES:

Cost of operations, excluding depreciation and amortization

217,755

208,397

General and administrative expenses

20,335

17,492

Depreciation and amortization

9,922

9,051

Loss on disposal of property and equipment

137

(162

)

Total operating expenses

248,149

234,778

Equity in earnings of unconsolidated affiliates

15,024

15,318

INCOME FROM OPERATIONS

19,412

25,541

OTHER EXPENSES:

Interest expense

16,331

29,849

INCOME (LOSS) BEFORE INCOME TAXES

3,081

(4,308

)

Income tax provision

1,364

3,379

NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

$

1,717

$

(7,687

)

Weighted average shares outstanding:

Basic

95,983,233

69,523,369

Diluted

95,983,243

69,523,369

Net income (loss) per common share

Basic

$

0.02

$

(0.11

)

Diluted

$

0.02

$

(0.11

)

LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(Unaudited)

Three Months Ended March 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$

1,717

$

(7,687

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities

Depreciation and amortization

9,922

9,051

Amortization of operating lease

right-of-use assets

3,957

3,739

Amortization of debt issuance costs

717

1,433

Amortization of cloud computing implementation costs

161

113

Equity in earnings of unconsolidated affiliates

(15,024

)

(15,318

)

Distributions from investments in unconsolidated affiliates

17,696

18,281

Loss on disposal of property and equipment

137

(162

)

Deferred income taxes

726

1,499

Stock-based compensation

12,274

6,374

Other

(494

)

Changes in operating assets and liabilities:

Accounts receivable

(5,199

)

(8,470

)

Accounts receivable, related party

2,951

85

Capitalized cloud computing implementation costs

(1,982

)

(1,356

)

Other receivables

(1,030

)

(5,955

)

Prepaid expenses

1,570

(1,994

)

Other assets

(2,363

)

(9,083

)

Accounts payable

(7,738

)

2,490

Accrued expenses and other current liabilities

(13,697

)

(11,322

)

Other liabilities

2,703

7,555

Operating lease liabilities

(4,072

)

(3,235

)

Net cash provided by (used in) operating activities

2,932

(13,962

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale or disposal of property and equipment

40

281

Purchases of property and equipment

(5,314

)

(1,001

)

Net cash used in investing activities

(5,274

)

(720

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments of long-term debt

(3,227

)

(3,893

)

Proceeds from long-term debt, net of issuance costs

1,122

496

Payments of finance lease liabilities

(3,249

)

(1,409

)

Capital contributions

660

Proceeds from accounts receivable pledging arrangement

94

Net cash used in financing activities

(5,260

)

(4,146

)

NET DECREASE IN CASH AND CASH EQUIVALENTS

(7,602

)

(18,828

)

CASH AND CASH EQUIVALENTS, beginning of period

58,828

26,131

CASH AND CASH EQUIVALENTS, end of period

$

51,226

$

7,303

LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA

(IN THOUSANDS)

(Unaudited)

Three Months Ended March 31,

2026

2025

Net income (loss)

$

1,717

$

(7,687

)

Depreciation and amortization

9,922

9,051

Income tax provision

1,364

3,379

Amortization of basis difference

531

500

Interest expense

16,331

29,849

Stock-based compensation

12,274

6,374

Loss on disposal of property and equipment

137

(162

)

Severance and executive

recruiting(1)

945

1,370

Strategic initiatives and

implementation(2)

825

868

Transaction costs(3)

2,582

3,588

Litigation and settlements(4)

29

(128

)

Other(5)

(5

)

22

Adjustments for equity in earnings of unconsolidated affiliates(6)

4,547

3,975

Adjusted EBITDA

$

51,199

$

50,999

(1)

Includes severance and recruiting expenses for executive leadership departures as part of strategic

organizational changes.

(2)

Includes third-party consulting, implementation, and integration expenses incurred as part of our strategic

transformation and optimization initiatives, specifically related to the deployment of a new technology system and labor model, as well as the development, customization, and integration of a new enterprise resource planning system.

(3)

Includes costs for third party non-recurring IPO costs, buy-side and sell-side due diligence activities to evaluate and execute potential mergers and acquisitions, integrate acquired businesses and one-time employee retention

bonuses related to potential mergers and acquisitions.

(4)

Consists of litigation and settlement costs for matters not related to core operations.

(5)

Consists of other costs related to debt financing, certain de novo

start-up costs related to outpatient imaging centers and certain exit costs related to closed outpatient imaging centers.

(6)

To adjust for Lumexa Imaging’s proportional share of depreciation and amortization, interest expense and

losses/gains on asset disposals, which are included in equity in earnings from unconsolidated affiliates.

LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES

SCHEDULE OF ADJUSTED EARNINGS AND EARNINGS PER SHARE

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(Unaudited)

Three Months Ended March 31,

2026

2025

Net income (loss)

$

1,717

$

(7,687

)

Stock-based compensation

12,274

6,374

Loss (gain) on disposal of property and equipment

137

(162

)

Severance and executive

recruiting(1)

945

1,370

Strategic initiatives and

implementation(2)

825

868

Transaction costs(3)

2,582

3,588

Litigation and settlements(4)

29

(128

)

Other(5)

(5

)

22

Adjustments for equity in earnings of unconsolidated affiliates(6)

396

(27

)

Total adjustments

17,183

11,905

Tax impact of adjustments(7)

(1,968

)

(1,381

)

Adjusted net income

$

16,932

$

2,837

Weighted average shares outstanding

Basic

95,983,233

69,523,369

Diluted

95,983,243

69,523,369

Adjusted basic net income per share

$

0.18

$

0.04

Adjusted diluted net income per share

$

0.18

$

0.04

(1)

Includes severance and recruiting expenses for executive leadership departures as part of strategic organizational changes.

(2)

Includes third-party consulting, implementation, and integration expenses incurred as part of our strategic

transformation and optimization initiatives, specifically related to the deployment of a new technology system and labor model, as well as the development, customization, and integration of a new enterprise resource planning system.

(3)

Includes costs for third party non-recurring IPO costs, buy-side and sell-side due diligence activities to evaluate and execute potential mergers and acquisitions, integrate acquired businesses and one-time employee retention

bonuses related to potential mergers and acquisitions.

(4)

Consists of litigation and settlement costs for matters not related to core operations.

(5)

Consists of other costs related to debt financing, certain de novo

start-up costs related to outpatient imaging centers and certain exit costs related to closed outpatient imaging centers.

(6)

To adjust for Lumexa Imaging’s proportional share of losses/gains on asset disposals, which are included

in equity in earnings from unconsolidated affiliates.

(7)

Tax effected adjustments using blended federal and state effective income tax rate.

LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES

DETAILS OF MANAGEMENT FEE AND OTHER REVENUES

(IN THOUSANDS)

(Unaudited)

Three Months Ended March 31,

2026

2025

Components of “management fee and other revenues:”

Fees for managing joint ventured outpatient sites and other third party services

$

21,498

$

20,076

Zero margin pass-throughs of employee, IT and other site level costs paid by Lumexa

33,721

32,627

Total revenues

$

55,219

$

52,703

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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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-Publisher SEC

-Name Exchange Act

-Number 240

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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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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- Definition

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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-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.

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-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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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.

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-Number 240

-Section 13e

-Subsection 4c

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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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-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-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.

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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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-Name Securities Act

-Number 230

-Section 425

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