Form 8-K

8-K — New Mountain Finance Corp

Accession: 0001496099-26-000014

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001496099

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — nmfc-20260504.htm (Primary)

EX-99.1 (nmfcearningspressreleaseq1.htm)

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8-K

8-K (Primary)

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nmfc-20260504

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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 4, 2026

New Mountain Finance Corporation

(Exact name of registrant as specified in its charter)

Delaware 814-00832 27-2978010

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

1633 Broadway, 48th Floor, New York, NY 10019

(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code (212) 720-0300

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 (see General Instruction A.2. below):

☐ 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 $0.01 per share NMFC NASDAQ Global Select Market

8.250% Notes due 2028 NMFCZ NASDAQ Global Select 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 2.02. Results of Operations and Financial Condition

On May 4, 2026, New Mountain Finance Corporation (“NMFC” or the “Company”) issued a press release announcing financial results for its quarter ended March 31, 2026. The press release is included as Exhibit 99.1 hereto and incorporated herein by reference.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “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. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, (the “Securities Act”) except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2026, the Board of Directors (the “Board”) of the Company appointed Laura C. Holson as the interim Chief Financial Officer and Treasurer of the Company, effective May 29, 2026. Ms. Holson will serve as the Company’s interim Chief Financial Officer and Treasurer until the Company completes its search for a permanent successor.

Ms. Holson, 40, currently serves as Chief Operating Officer of the Company and will continue in this role. Ms. Holson joined New Mountain Capital, L.L.C. (“New Mountain Capital”) in 2009 and currently serves as a Managing Director. Ms. Holson is primarily dedicated to the credit business and has been the Chief Operating Officer of New Mountain Capital’s credit platform since January 2022 and the Chief Operating Officer of the Company since February 2022. Ms. Holson previously served as the interim Chief Financial Officer and Treasurer of the Company from March 2023 to November 2023. Ms. Holson previously held a variety of roles within New Mountain Capital, including Head of Capital Markets, and has been a member of its credit team for over 13 years.

The Company’s investment adviser, New Mountain Finance Advisers, L.L.C., believes that its management team, with the overall support of New Mountain Capital, is adequately staffed to support the Company.

There is no arrangement or understanding between Ms. Holson and any other person pursuant to which she was appointed as the interim Chief Financial Officer and Treasurer. There are no family relationships between Ms. Holson and any director or executive officer of the Company, and she is not a party to any transaction that is required to be reported pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On May 4, 2026, NMFC issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a second quarter 2026 distribution of $0.25 per share, payable on June 30, 2026 to holders of record as of June 16, 2026. Additionally, on May 4, 2026, NMFC made available on its website, http://www.newmountainfinance.com, a supplemental investor presentation with respect to the earnings release.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated May 4, 2026

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 Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

NEW MOUNTAIN FINANCE CORPORATION

Date: May 4, 2026

By: /s/ Eric Kane

Name: Eric Kane

Title: Corporate Secretary

EX-99.1

Filename: nmfcearningspressreleaseq1.htm · Sequence: 2

Document

New Mountain Finance Corporation Announces Financial Results for the Quarter Ended March 31, 2026

Reports First Quarter Adjusted Net Investment Income1 of $0.32 per Share and Declares a Second Quarter Distribution of $0.25 per Share

NEW YORK--(BUSINESS WIRE) — May 4, 2026 -- New Mountain Finance Corporation (NASDAQ: NMFC) (“New Mountain,” “New Mountain Finance” or the “Company”) today announced its financial results for the quarter ended March 31, 2026.

First Quarter and Recent Highlights2

•Adjusted net investment income1 of $32.2 million, or $0.32 per weighted average share

•Net asset value of $10.92 per share compared to $11.52 per share as of December 31, 2025; factoring in the Secondary Sale11, NAV per share as of December 31, 2025 would have been $11.15

•Declared a second quarter 2026 distribution of $0.25 per share, payable on June 30, 2026, to holders of record as of June 16, 2026

•Completed the previously announced Secondary Sale on March 10, 2026

•Repurchased ~$66 million of NMFC shares year-to-date as of May 1, 2026, at a weighted average purchase price of $8.01 per share; announcing incremental $50 million of board authorization for additional share repurchases bringing remaining capacity to ~$80 million

•~91% of the portfolio is rated green on our internal heatmap

•Reduced cost of debt from SOFR + 1.95% to SOFR + 1.85% on our Holdings Credit Facility

($ in millions, except per share data)

Q1 2026

Q1 2025

Net Investment Income per Weighted Average Share

0.30

0.32

Non-recurring Adjustments1

0.02

—

Net Adjusted Investment Income1 per Weighted Average Share

0.32

Regular Dividends Paid per Share in Quarter

0.32

Annualized Dividend Yield3

11.6

12.8

March 31, 2026

December 31, 2025

Investment Portfolio4

2,319.1

2,755.5

NAV per Share

10.92

11.52

Statutory Debt/Equity5

1.12x

1.26x

Statutory Debt/Equity (Net of Available Cash)5

1.08x

1.21x

Management Comments on First Quarter Performance

“In the first quarter, NMFC delivered stable earnings and completed the ~$470 million portfolio sale,” said Steven B. Klinsky, NMFC’s Chairman and New Mountain Capital CEO. “We are using the proceeds from the sale to de-lever the balance sheet, buy back stock at a significant discount to book value and reinvest into attractive new investments in the primary and secondary market.”

John R. Kline, NMFC CEO, added: “NMFC continued to enhance the portfolio quality in the first quarter, materially reducing PIK exposure and improving diversification and asset mix. Excluding the impact from the portfolio sale, NMFC’s book value declined modestly in the quarter, primarily reflecting broader market movements in software and technology-oriented loans impacting the BDC sector. We remain focused on further portfolio enhancements throughout the balance of the year.”

Portfolio and Investment Activity4

As of March 31, 2026, the Company’s NAV2 was $1,043.5 million and its portfolio had a fair value of $2,319.1 million of investments in 115 portfolio companies, with a weighted average YTM at Cost6 of approximately 11.1%. For the three months ended March 31, 2026, the Company originated $117.1 million of investments7, offset by $47.1 million of repayments7 and $444.9 million of sales (primarily related to the Secondary Sale).

Portfolio and Asset Quality

NMFC’s mandate is to primarily target businesses in the middle market that, consistent with New Mountain’s private equity platform, are high quality, defensive growth companies in industries that are well-researched by New Mountain. The Company’s focus is on defensive growth businesses that generally exhibit the following characteristics: (i) acyclicality, (ii) sustainable secular growth drivers, (iii) niche market dominance and high barriers to competitive entry, (iv) recurring revenue and strong free cash flow, (v) flexible cost structures and (vi) seasoned management teams.

Portfolio Industry Composition based on Fair Value8

Business Services

Healthcare

Utility & Data Center Services

6.8

Healthcare Services

9.0

Real Estate Services

4.5

Healthcare IT & Tech-Enabled Services

6.5

Insurance & Benefits Services

3.7

Healthcare Products

3.2

Misc Services

2.3

Pharma Services

1.8

Compliance Services

1.8

Total Healthcare

20.5

Digital Transformation

1.7

Data & Information Services

1.4

Financial Services & Technology

Field Services

1.3

Financial Services

3.7

Engineering & Consulting Services

0.9

Integrated Payments

2.0

Total Business Services

24.4

Financial Technology

1.4

Total Financial Services & Technology

7.1

Software

ERP

7.1

Other Industries

IT Infrastructure & Security

4.7

Consumer Services

7.2

Finance & Accounting

4.4

Education

6.1

Human Capital Management

2.3

Distribution & Logistics

5.4

Commerce & Supply Chain

0.7

Packaging

4.2

Governance, Risk & Compliance

0.2

Other

5.7

Total Software

19.4

Total Other Industries

28.6

The Company monitors the performance and financial trends of its portfolio companies on at least a quarterly basis. The Company attempts to identify any developments within the portfolio company, the industry, or the macroeconomic environment that may alter any material element of the Company’s original investment strategy. As described more fully in the Company's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission, the portfolio monitoring procedures are designed to provide a simple, yet comprehensive analysis of the Company’s portfolio companies based on their operating performance and underlying business characteristics, which in turn forms the basis of its Risk Rating. The Risk Rating is expressed in categories of Green, Yellow, Orange and Red with Green reflecting an investment that is in-line with or above expectations and Red reflecting an investment performing materially below expectations.

The following table shows the Risk Rating of the Company’s portfolio companies as of March 31, 2026:

(in millions)

As of March 31, 2026

Risk Rating

Cost

Percent

Fair Value

Percent

Weighted Average Mark

Green9

2,217.7

86.8

2,117.0

91.4

96.2

Yellow4

177.0

6.9

119.5

5.1

67.6

Orange

145.5

5.7

72.5

3.1

57.5

Red

15.4

0.6

10.1

0.4

65.1

Total

2,555.6

100.0

2,319.1

100.0

As of March 31, 2026, nearly all investments in the Company’s portfolio had a Green Risk Rating, with the exception of eight portfolio companies that had a Yellow Risk Rating, nine portfolio companies that had an Orange Risk Rating and one portfolio company had a Red Risk Rating.

The following table shows the Company’s investment portfolio composition as of March 31, 2026:

(in millions)

Investment Portfolio Composition

March 31, 2026

Percent of Total

First Lien

1,498.7

64.7

Senior Loan Funds (SLP III & SLP IV) & NMNLC

385.8

16.6

Second Lien4

86.6

3.7

Subordinated

93.4

4.0

Preferred Equity

153.4

6.6

Common Equity and Other10

101.1

4.4

Total

2,319.1

100.0

Liquidity and Capital Resources

As of March 31, 2026, the Company had cash and cash equivalents of $51.1 million and total statutory debt outstanding of $1,172.7 million5. The Company's statutory debt to equity was 1.12x (or 1.08x net of available cash) as of March 31, 2026. Additionally, the Company's wholly-owned SBIC subsidiaries had $169.3 million of SBA-guaranteed debentures outstanding as of March 31, 2026. As of March 31, 2026, the Company had $692.1 million of available capacity on its Holdings Credit Facility, NMFC Credit Facility and Unsecured Management Company Revolver.

First Quarter 2026 Conference Call

New Mountain Finance Corporation will host an earnings conference call and webcast at 10:00 am Eastern Time on Tuesday, May 5, 2026. To participate in the live earning conference call, please use the following dial-in numbers or visit the audio webcast link. To avoid any delays, please join at least fifteen minutes prior to the start of the call.

•United States: +1 (646) 769-9200

•International: (800) 330-6710

•Access Code: 2743990

•Live Audio Webcast

A replay of the conference call will be available for one year following the call. To access the earnings webcast replay please visit the New Mountain Investor Relations website.

For additional details related to the quarter ended March 31, 2026, please refer to the New Mountain Finance Corporation Quarterly Report on Form 10-Q filed with the SEC and the supplemental investor presentation which can be found on the Company's website at http://www.newmountainfinance.com.

(1)Adjusted net investment income for Q1 2026 includes $1.6 million of accelerated deferred financing costs related to the commitment decrease of the Holdings Credit Facility and the partial repayment of the SBIC II SBA-guaranteed debentures for $1.5 million and $0.1 million, respectively.

(2)Excludes non-controlling interest in New Mountain Net Lease Corporation (“NMNLC”).

(3)The Q1 2026 dividend yield calculation uses the closing stock price of $8.60 on May 1, 2026 and includes annualized dividends of $0.25 per share, to be paid in Q2 2026. The Q1 2025 dividend yield calculation uses the closing stock price of $9.97 on May 2, 2025 and includes annualized dividends of $0.32 per share, which were paid in Q2 2025.

(4)Includes collateral for securities purchased under collateralized agreements to resell.

(5)Excludes the Company’s United States Small Business Administration (“SBA”) guaranteed debentures.

(6)References to “YTM at Cost” assume the accruing investments, including secured collateralized agreements, in the Company's portfolio as of a certain date, the ‘‘Portfolio Date’’, are purchased at cost on that date and held until their respective maturities with no prepayments or losses and are exited at par at maturity. This calculation excludes the impact of existing leverage. YTM at Cost uses the Sterling Overnight Interbank Average Rate ("SONIA”), Euro Interbank Offered Rate ("EURIBOR") and Secured Overnight Financing Rate (“SOFR”) curves at each quarter’s respective end date. The actual yield to maturity may be higher or lower due to the future selection of SONIA, EURIBOR and SOFR contracts by the individual companies in the Company’s portfolio or other factors.

(7)Originations exclude payment-in-kind (“PIK”); originations, repayments, and sales exclude revolvers, unfunded commitments, bridges, return of capital, and realized gains / losses.

(8)Excludes NMFC Senior Loan Program III LLC ("SLP III"), NMFC Senior Loan Program IV LLC ("SLP IV") and NMNLC.

(9)Includes investments held in NMNLC.

(10)Includes investments classified as structured finance obligations.

(11)On March 10, 2026, the Company completed the previously announced sale of approximately $470.0 million of assets at 94% of the fair value of such assets as of December 31, 2025.

New Mountain Finance Corporation

Consolidated Statements of Assets and Liabilities

(in thousands, except shares and per share data)

(unaudited)

March 31, 2026

December 31, 2025

Assets

Investments at fair value

Non-controlled/non-affiliated investments (cost of $1,733,010 and $2,060,391, respectively)

1,628,080

2,002,306

Non-controlled/affiliated investments (cost of $132,739 and $131,221, respectively)

65,699

60,702

Controlled investments (cost of $659,897 and $720,503, respectively)

619,600

679,005

Total investments at fair value (cost of $2,525,646 and $2,912,115, respectively)

2,313,379

2,742,013

Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively)

5,700

13,500

Cash and cash equivalents

51,130

80,718

Interest and dividend receivable

34,233

38,549

Derivative asset at fair value

2,958

5,647

Receivable from affiliates

441

381

Receivable from unsettled securities sold

—

4,138

Other assets

19,376

17,907

Total assets

2,427,217

2,902,853

Liabilities

Borrowings

Unsecured Notes

787,704

991,585

Holdings Credit Facility

354,446

420,063

SBA-guaranteed debentures

169,255

196,205

NMFC Credit Facility

30,545

81,074

Deferred financing costs (net of accumulated amortization of $48,735 and $45,302, respectively)

(15,310)

(17,875)

Net borrowings

1,326,640

1,671,052

Payable for unsettled securities purchased

18,490

463

Payable to broker

10,080

14,630

Management fee payable

7,173

9,176

Interest payable

6,780

11,892

Derivative liability at fair value

1,936

366

Deferred tax liability

1,731

1,819

Incentive fee payable

—

3,018

Other liabilities

4,417

2,181

Total liabilities

1,377,247

1,714,597

Commitments and contingencies

Net assets

Preferred stock, par value $0.01 per share, 2,000,000 shares authorized, none issued

—

Common stock, par value $0.01 per share, 200,000,000 shares authorized, 107,851,929 and 107,851,929 shares issued, respectively, and 95,575,151 and 102,638,388 shares outstanding, respectively

1,079

Paid in capital in excess of par

1,354,726

Treasury stock at cost, 12,276,778 and 5,213,541 shares held, respectively

(108,549)

(51,952)

Accumulated overdistributed earnings

(203,754)

(121,676)

Total net assets of New Mountain Finance Corporation

1,043,502

1,182,177

Non-controlling interest in New Mountain Net Lease Corporation

6,468

6,079

Total net assets

1,049,970

1,188,256

Total liabilities and net assets

2,427,217

2,902,853

Number of shares outstanding

95,575,151

102,638,388

Net asset value per share of New Mountain Finance Corporation

10.92

11.52

New Mountain Finance Corporation

Consolidated Statements of Operations

(in thousands, except shares and per share data)

(unaudited)

Three Months Ended

March 31, 2026

March 31, 2025

Investment income

From non-controlled/non-affiliated investments:

Interest income (excluding Payment-in-kind ("PIK") interest income)

39,249

52,113

PIK interest income

2,363

2,913

Dividend income

1,805

557

Non-cash dividend income

1,357

4,434

Other income

1,346

1,312

From non-controlled/affiliated investments:

Interest income (excluding PIK interest income)

315

331

PIK interest income

1,188

987

Non-cash dividend income

740

1,683

Other income

From controlled investments:

Interest income (excluding PIK interest income)

3,272

1,485

PIK interest income

1,586

3,688

Dividend income

11,911

12,198

Non-cash dividend income

3,224

2,071

Other income

375

1,828

Total investment income

68,794

85,663

Expenses

Interest and other financing expenses

27,524

31,374

Management fee

8,154

10,233

Incentive fee

6,103

8,247

Professional fees

1,028

1,389

Administrative expenses

995

1,104

Other general and administrative expenses

458

516

Total expenses

44,262

52,863

Less: management and incentive fees waived

(6,103)

(1,822)

Net expenses

38,159

51,041

Net investment income before income taxes

30,635

34,622

Income tax benefit (expense)

(19)

Net investment income

30,631

34,641

Net realized (losses) gains:

Non-controlled/non-affiliated investments

(26,292)

(1,074)

Controlled investments

(5,718)

38,899

Net change in unrealized appreciation (depreciation):

Non-controlled/non-affiliated investments

(46,237)

4,206

Non-controlled/affiliated investments

3,479

(4,891)

Controlled investments

1,201

(48,392)

Securities purchased under collateralized agreements to resell

(7,800)

—

Foreign currency

(100)

150

Benefit (provision) for taxes

(22)

Net realized and unrealized losses

(81,380)

(11,124)

Net (decrease) increase in net assets resulting from operations

(50,749)

23,517

Less: Net increase in net assets resulting from operations related to non-controlling interest in New Mountain Net Lease Corporation

(179)

(104)

Net (decrease) increase in net assets resulting from operations related to New Mountain Finance Corporation

(50,928)

23,413

Basic (loss) earnings per share

(0.51)

0.22

Weighted average shares of common stock outstanding - basic

100,476,895

107,851,415

Diluted (loss) earnings per share

(0.51)

0.22

Weighted average shares of common stock outstanding - diluted

100,476,895

126,852,911

Distributions declared and paid per share

0.32

ABOUT NEW MOUNTAIN FINANCE CORPORATION

New Mountain Finance Corporation (NASDAQ: NMFC) is focused on providing direct lending solutions to U.S. upper middle market companies backed by top private equity sponsors. Our investment objective is to generate current income and capital appreciation through the sourcing and origination of senior secured loans and select junior capital positions, to growing businesses in defensive industries that offer attractive risk-adjusted returns. Our differentiated investment approach leverages the deep sector knowledge and operating resources of New Mountain Capital, a global investment firm with approximately $60 billion of assets under management.

ABOUT NEW MOUNTAIN CAPITAL

New Mountain Capital ("NMC") is a New York-based investment firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently manages private equity, credit and net lease investment strategies with approximately $60 billion in assets under management. New Mountain seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit http://www.newmountaincapital.com.

FORWARD-LOOKING STATEMENTS

Statements included herein may contain “forward-looking statements”, which relate to our future operations, future performance or our financial condition. Forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including changes in base interest rates and significant volatility on our business, portfolio companies, our industry and the global economy. Actual results and outcomes may differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including those described from time to time in our filings with the Securities and Exchange Commission or factors that are beyond our control. New Mountain Finance Corporation undertakes no obligation to publicly update or revise any forward-looking statements made herein, except as may be required by law. All forward-looking statements speak only as of the time of this press release.

CONTACT

New Mountain Finance Corporation

Investor Relations

Laura C. Holson, Authorized Representative

NMFCIR@newmountaincapital.com

(212) 220-3505

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Cover

May 04, 2026

Entity Listings [Line Items]

Document Type

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Document Period End Date

May 04, 2026

Entity Registrant Name

New Mountain Finance Corporation

Entity Incorporation, State or Country Code

Entity File Number

814-00832

Entity Tax Identification Number

27-2978010

Entity Address, Address Line One

1633 Broadway, 48th Floor

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Entity Listings [Line Items]

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NMFC

Security Exchange Name

NASDAQ

8.250% Notes due 2028

Entity Listings [Line Items]

Title of 12(b) Security

8.250% Notes due 2028

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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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No definition available.

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

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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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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-Name Exchange Act

-Number 240

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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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-Section 13e

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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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-Section 12

-Subsection d1-1

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

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Trading symbol of an instrument as listed on an exchange.

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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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