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Form 8-K

sec.gov

8-K — Exzeo Group, Inc.

Accession: 0001193125-26-338098

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001873951

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — xzo-20260806.htm (Primary)

EX-99.1 (xzo-ex99_1.htm)

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8-K

8-K (Primary)

Filename: xzo-20260806.htm · Sequence: 1

8-K

false000187395100018739512026-08-062026-08-06

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

August 06, 2026

Date of Report (Date of earliest event reported)

Exzeo Group, Inc.

(Exact name of Registrant as specified in its charter)

Florida

001-42937

85-2578837

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

1000 Century Park Drive

Tampa, Florida

33607

(Address of principal executive offices)

(Zip Code)

813 776-1000

(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, $0.001 par value

XZO

New York Stock Exchange

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 August 6, 2026, Exzeo Group, Inc. ("Exzeo") issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit Number

Description of Exhibit

99.1

Press Release dated August 6, 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.

Exzeo Group, Inc.

Date:

August 6, 2026

By:

/s/ Suela Bulku

Suela Bulku

Chief Financial Officer

EX-99.1

EX-99.1

Filename: xzo-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Exzeo Announces Second Quarter 2026 Financial Results

Managed Premium1 of $1.40 billion;

Pre-Tax Income of $31.4 million;

Earnings per share2 of $0.26

Tampa, Fla. - (BUSINESS WIRE) - August 6, 2026 - Exzeo Group, Inc. (NYSE:XZO) today announced financial results for the second quarter ended June 30, 2026.

"Our second quarter results highlight both the quality of our financial model and the growing traction of the Exzeo Platform. We are expanding the reach of the Exzeo Platform through new carrier relationships, broader product offerings, and enhanced capabilities. The momentum we're seeing across the platform reinforces our confidence in the significant opportunity ahead," said Paresh Patel, Exzeo's Chairman and Chief Executive Officer. "Earlier today, we announced the launch of Exzeo Ventures, a new division dedicated to developing AI-native products, services, and businesses that address unmet customer needs. AI is fundamentally expanding what's possible, and we believe the greatest long-term value will be created by companies that build entirely new businesses rather than simply making existing ones more efficient.”

Second Quarter 2026 Highlights (Comparisons to Second Quarter 2025)

Revenue increased to $57.8 million from $56.1 million, driven primarily by growth in underwriting and management services from new and existing customers.

Net income increased to $23.3 million from $21.7 million. Basic and diluted earnings per share were $0.26 in both periods.

Managed Premium increased to $1.40 billion from $1.22 billion, reflecting continued growth in managed policies from new and existing customers on Exzeo's platform.

Annual Recurring Revenue3 increased to $210.7 million from $195.3 million in the prior year period.

Adjusted EBITDA4 increased to $29.9 million from $29.6 million. Adjusted EBITDA Margin4 was 53% compared with 57% in the prior year, as the Company continued to invest in strategic initiatives to support long-term growth, including expanding its workforce and enhancing operational infrastructure.

Cash, cash equivalents and investments totaled $333.8 million, comprised of $136.7 million in cash and cash equivalents and $197.1 million in available-for-sale fixed-maturity securities.

During the second quarter, 726,828 shares of common stock were repurchased for approximately $10.0 million under a $12.0 million Share Repurchase Program5. Following the completion of the program in July 2026, aggregate repurchases totaled 834,250 shares for approximately $12.0 million.

Year-to-Date 2026 Highlights (Comparisons to Year-to-Date 2025)

Revenue increased to $113.3 million from $108.5 million, driven primarily by growth in underwriting and management services from new and existing customers.

Net income increased to $43.7 million from $39.6 million, and basic and diluted earnings per share were $0.48 in both periods.

Adjusted EBITDA increased to $56.5 million from $54.8 million, reflecting continued business growth. Adjusted EBITDA Margin was 51% compared with 54% in the prior year period, as the Company continued to invest in strategic initiatives to support long-term growth, including expanding its workforce and enhancing operational infrastructure.

Net cash provided by operating activities was $40.9 million compared to $57.5 million. The decrease was primarily due to the timing of business growth and associated cash collections, partially offset by higher net income. Free Cash Flow4 was $40.4 million compared to $56.3 million in the prior year period.

Conference Call Information:

Exzeo Group management will host a conference call today, August 6, 2026, at 5:45 p.m. Eastern Time (2:45 p.m. Pacific Time). Interested parties can listen to the live presentation by dialing the number below or by clicking the listen-only webcast link available here or on the Investor Information section of the Company’s website at investors.exzeo.com.

Date: Thursday, August 6, 2026

Time: 5:45 p.m. Eastern Time (2:45 p.m. Pacific Time)

U.S. Toll-Free: +1 (833) 461-5787

Canada Local: +1 (365) 657-4084

UK Toll-Free: +44 (808) 196-8935

Conference ID: 951 201 044

All Dial-In Numbers

Webcast Link

A replay of the call will be available after 8:00 p.m. Eastern Time on the same day as the call on the Investor Information section of the Company’s website at investors.exzeo.com.

End Notes

1. Managed Premium is a key operating measure defined as the aggregate gross dollar value of in-force premiums processed, managed, or administered by Exzeo's software solutions as of period end, excluding associated policy fee income.

2. Earnings per share is calculated in accordance with GAAP. Certain unvested restricted stock awards are considered participating securities because they carry non-forfeitable dividend and voting rights and share in the Company's earnings. Refer to Basic and Diluted Earnings Per Share table for additional information.

3. Annual Recurring Revenue is a key operating measure defined as the sum of each customer's managed premium multiplied by its contractual fee rate, plus any applicable policy fee income associated with managed policies, as of the period end date, excluding nonrecurring revenue such as catastrophe services.

4. Adjusted EBITDA, Adjusted Revenue, Adjusted EBITDA Margin, and Free Cash Flow are non-GAAP financial measures. Please see discussion of non-GAAP financial measures at the end of this press release for more information.

5. Share Repurchase Program was the program which the Board of Directors authorized the repurchase of up to $12.0 million of the Exzeo's common stock.

About Exzeo Group, Inc.

Exzeo Group is a leading innovator in technology solutions purpose-built for property and casualty (P&C) insurance carriers, with a strong focus on the expansive homeowners insurance market. Through its completely internally developed "Insurance-as-a-Service" platform, Exzeo delivers a comprehensive suite of digital tools and services that streamline every aspect of carrier and agent operations—from quoting and underwriting to policy administration, claims handling, data analytics, and financial reporting. By integrating advanced technology with deep industry expertise, Exzeo empowers P&C insurers to enhance underwriting precision, drive operational efficiency, and achieve superior performance across the insurance value chain.

For more information, please visit exzeo.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical facts included in this release, are forward-looking statements. Words such as "anticipate," "estimate," "expect," "intend," "plan," "confident," "prospects," "project" and other similar words and expressions are intended to signify forward-looking statements, and these forward-looking statements may include, without limitation, statements regarding growth strategies and future performance and profitability. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties, which may include, without limitation, our ability to maintain our current level of profitability, the regulated environment in which we operate, the ownership of a controlling interest in our common stock by HCI Group, Inc., and the current dependence on HCI Group, Inc. for substantially all of our revenues. These and other risks and uncertainties are identified in our filings with the Securities and Exchange Commission, including those factors discussed under the captions entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, when filed. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the Company's business, financial condition and results of operations. Exzeo Group, Inc. disclaims all obligations to update any forward-looking statements.

EXZEO GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

June 30,

December 31,

(in thousands, except share and per share amounts)

2026

2025

(Unaudited)

Assets:

Current assets:

Cash and cash equivalents

$

136,731

$

305,372

Accounts receivable

1,785

2,906

Receivable from related parties

20,379

11,295

Prepaid expense

1,512

1,483

Current contract cost assets

5,169

4,722

Other current assets

4,127

43

Total current assets

169,703

325,821

Non-current assets:

Fixed-maturity securities, available-for-sale, at fair value (amortized cost: $198,426 and $0, respectively, and allowance for credit losses: $0 and $0, respectively)

197,072

Property and equipment, net

9,732

10,662

Operating lease right-of-use assets

6,263

6,884

Non-current contract cost assets

272

1,118

Deferred income taxes, net

2,400

2,975

Other assets

341

274

Total non-current assets

216,080

21,913

Total assets

$

385,783

$

347,734

Liabilities and Shareholders' Equity:

Current liabilities:

Current contract liabilities

$

74,539

$

70,893

Commissions payable

4,794

4,605

Accounts payable and accrued liabilities

8,358

2,950

Operating lease liabilities

2,482

2,413

Income taxes payable

411

2,455

Payable to related parties

1,151

1,073

Total current liabilities

91,735

84,389

Non-current liabilities:

Non-current contract liabilities

829

3,567

Operating lease liabilities

4,140

4,832

Other liabilities

908

790

Total non-current liabilities

5,877

9,189

Total liabilities

97,612

93,578

Commitments and contingencies

Shareholders' equity:

Common stock ($0.001 par value, 350,000,000 shares authorized, 90,200,252 and 90,926,720 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

90

91

Additional paid-in capital

220,003

228,647

Retained earnings

69,093

25,418

Accumulated other comprehensive loss

(1,015

)

Total shareholders' equity

288,171

254,156

Total liabilities and shareholders' equity

$

385,783

$

347,734

EXZEO GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,

(in thousands, except per share amounts)

2026

2025

2026

2025

Revenue

$

57,787

$

56,091

$

113,321

$

108,498

Cost of revenue

20,949

22,540

43,740

46,122

Gross profit

36,838

33,551

69,581

62,376

Operating expenses:

Selling, general and administrative

5,788

2,960

11,004

5,666

Research and development

2,440

2,354

4,746

4,575

Depreciation and amortization

147

110

293

211

Total operating expenses

8,375

5,424

16,043

10,452

Operating income

28,463

28,127

53,538

51,924

Investment income

2,963

763

5,475

1,161

Income before income taxes

31,426

28,890

59,013

53,085

Income tax expense

8,157

7,227

15,338

13,471

Net income

$

23,269

$

21,663

$

43,675

$

39,614

Basic and diluted earnings per share

$

0.26

$

0.26

$

0.48

$

0.48

EXZEO GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,

(in thousands)

2026

2025

2026

2025

Net income

$

23,269

$

21,663

$

43,675

$

39,614

Other comprehensive loss, net of income taxes:

Available-for-sale fixed-maturity securities

(654

)

(1,015

)

Other comprehensive loss, net of income taxes

(654

)

(1,015

)

Comprehensive income

$

22,615

$

21,663

$

42,660

$

39,614

EXZEO GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,

(in thousands)

2026

2025

Operating activities:

Net income

$

43,675

$

39,614

Adjustments to reconcile net income to cash provided by operating activities:

Share-based compensation

1,499

1,429

Depreciation and amortization

1,466

1,439

Deferred income taxes

914

(4,840

)

Net accretion of discount on investments in fixed-maturity securities

(31

)

Foreign currency remeasurement losses

191

48

Changes in operating assets and liabilities:

Accounts receivable

1,121

Related party receivable and payable

(9,006

)

(15,746

)

Prepaid expenses

(29

)

(60

)

Contract cost assets

399

1,954

Income taxes payable

(2,044

)

3,196

Contract liabilities

908

26,629

Commissions payable

189

119

Accounts payable and accrued liabilities

5,783

5,665

Other liabilities

(18

)

(221

)

Other assets

(4,153

)

(1,741

)

Operating leases, net

23

41

Cash provided by operating activities

40,887

57,526

Investing activities:

Capital expenditures

(536

)

(1,252

)

Purchase of available-for-sale securities

(198,395

)

Cash used in investing activities

(198,931

)

(1,252

)

Financing activities:

Payment of issuance costs

(375

)

Repurchase of common stock

(10,043

)

Cash used in financing activities

(10,418

)

Effect of exchange rate changes on cash

(179

)

(44

)

Net (decrease) increase in cash and cash equivalents

(168,641

)

56,230

Cash and cash equivalents at beginning of period

305,372

54,502

Cash and cash equivalents at end of period

$

136,731

$

110,732

Non-cash financing activities:

Capital contribution from parent

$

8

$

25

Payable related to share repurchases

$

100

$

EXZEO GROUP, INC. AND SUBSIDIARIES

Basic and Diluted Earnings Per Share

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share amounts)

2026

2025

2026

2025

Numerator:

Net income

$

23,269

$

21,663

$

43,675

$

39,614

Less: Income attributable to participating securities

(651

)

(1,038

)

(1,219

)

(1,912

)

Income attributable to common shareholders

$

22,618

$

20,625

$

42,456

$

37,702

Denominator:

Weighted-average basic shares outstanding

88,228

78,741

88,306

78,741

Weighted-average diluted shares outstanding

88,228

78,741

88,306

78,741

Basic and diluted earnings per share

$

0.26

$

0.26

$

0.48

$

0.48

Use of Non-GAAP Financial Measures (Unaudited)

In addition to results determined in accordance with GAAP, we use certain non-GAAP financial measures to evaluate our operating performance and make strategic decisions. These non-GAAP financial measures include Adjusted EBITDA, Adjusted Revenue, Adjusted EBITDA Margin and Free Cash Flow. Management believes these measures provide useful supplemental information for investors by facilitating comparisons of performance across reporting periods and with other companies in the industry, many of which use similar non-GAAP financial measures.

However, these non-GAAP financial measures are not prepared in accordance with GAAP, are not based on a standardized methodology, and may not be comparable to similarly titled measures used by other companies. They should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. These measures exclude items that may be significant to an understanding of our financial condition and results of operations under GAAP. The use of non-GAAP financial measures involves management judgment regarding which items to exclude or include. Accordingly, these measures have limitations and should be viewed as a supplement to, not a replacement for, our GAAP results. Management urges investors to review the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures included in this report and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA

We define Adjusted EBITDA as net income adjusted to exclude income tax expense, interest expense, investment income, depreciation and amortization, and share-based compensation expense. Management uses Adjusted EBITDA as a key measure of operating performance and to assess the results of the business excluding certain items that are not considered indicative of core operating results. Adjusted EBITDA should not be viewed in isolation or as a substitute for net income calculated in accordance with GAAP, and other companies may define Adjusted EBITDA differently.

The reconciliation of net income to Adjusted EBITDA for the periods presented is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2026

2025

2026

2025

Net income

$

23,269

$

21,663

$

43,675

$

39,614

Income tax expense

8,157

7,227

15,338

13,471

Investment income

(2,963

)

(763

)

(5,475

)

(1,161

)

Depreciation and amortization

726

718

1,442

1,416

Share-based compensation

759

706

1,499

1,429

Adjusted EBITDA (1)

$

29,948

$

29,551

$

56,479

$

54,769

(1)

The Company did not have any interest expense for the periods presented.

Adjusted Revenue

We define Adjusted Revenue as the portion of revenue earned through services delivered directly via our proprietary platform technology. This metric excludes revenue associated with services primarily within claims management that are outsourced to a subsidiary of HCI Group, Inc. Although this revenue is recognized on a gross basis under GAAP because we are considered the principal in the transaction, the economics are largely neutral, as the related costs incurred from outsourced service providers closely match the revenue recognized. Management believes Adjusted Revenue provides investors with useful insight into the performance and scalability of our core platform services and reflects the revenue generated from internally delivered operations, excluding variability associated with outsourced service arrangements. This non-GAAP measure should not be considered in isolation or as a substitute for total revenue or any other performance measure calculated in accordance with GAAP.

The reconciliation of the Adjusted Revenue for the periods presented is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2026

2025

2026

2025

Revenue

$

57,787

$

56,091

$

113,321

$

108,498

Less: Outsourced claims fees

1,494

3,831

3,023

6,086

Adjusted Revenue

$

56,293

$

52,260

$

110,298

$

102,412

Adjusted EBITDA Margin

We define Adjusted EBITDA Margin as Adjusted EBITDA expressed as a percentage of Adjusted Revenue. This non-GAAP measure provides management and investors with additional insight into the Company's operating efficiency and the scalability of our business model, as it reflects our progress toward long-term profitability. The most directly comparable GAAP measure is net income margin, which is calculated as net income divided by GAAP revenue.

The calculation of Adjusted EBITDA Margin for the periods presented is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except percentages)

2026

2025

2026

2025

Numerator: Adjusted EBITDA

$

29,948

$

29,551

$

56,479

$

54,769

Denominator: Adjusted Revenue

56,293

52,260

110,298

102,412

Adjusted EBITDA Margin (1)

53.2

%

56.5

%

51.2

%

53.5

%

(1)

The inputs used to derive Adjusted EBITDA Margin are defined and reconciled to their most directly comparable GAAP measures in the preceding tables above. Adjusted EBITDA is reconciled to net income, and Adjusted Revenue is reconciled to GAAP revenue, in each case as presented elsewhere in this filing. Net income margin represents the comparable GAAP measure.

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities less capital expenditures during the period. We believe information regarding Free Cash Flow provides useful information to management and investors because it is an indicator of strength and performance of our business operations after funding capital expenditures. Capital expenditures consist of capitalized software development costs and costs relating to property and equipment, such as computer hardware, office furniture and equipment, and leasehold improvements. Free Cash Flow should not be considered an alternative to net cash provided by operating activities, which is the most directly comparable GAAP measure, or as a measure of liquidity prepared in accordance with GAAP and may not be comparable to similar measures used by other companies.

The reconciliation of Free Cash Flow for the periods presented is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2026

2025

2026

2025

Cash provided by operating activities

$

15,415

$

37,754

$

40,887

$

57,526

Less: Capital expenditures

209

483

536

1,252

Free Cash Flow

$

15,206

$

37,271

$

40,351

$

56,274

Investor and Media Contact

Company Contact:

Bill Broomall, CFA

Vice President, Investor Relations

Exzeo Group, Inc.

wbroomall@exzeo.com

Investor Relations Contact:

Matt Glover and Clay Liolios

Gateway Group, Inc.

Tel: (949) 574-3860

XZO@gateway-grp.com

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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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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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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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Former Legal or Registered Name of an entity

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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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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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Trading symbol of an instrument as listed on an exchange.

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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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