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Form 8-K

sec.gov

8-K — Mama's Creations, Inc.

Accession: 0001493152-26-016548

Filed: 2026-04-14

Period: 2026-04-14

CIK: 0001520358

SIC: 2013 (SAUSAGE, OTHER PREPARED MEAT PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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8-K

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2026-04-14

2026-04-14

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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): April 14, 2026

Mama’s

Creations, Inc.

(Exact

Name of Registrant as Specified in its Charter)

Nevada

001-40597

27-0607116

(State

or Other Jurisdiction of Incorporation)

(Commission

File No.)

(I.R.S.

Employer

Identification

No.)

25

Branca Road, East Rutherford, NJ

07073

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (201) 532-1212

(Former

name, 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 (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, $0.00001 par value per share

MAMA

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 (17 CFR 230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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

April 14, 2026, Mama’s Creations, Inc. issued a press release reporting financial results for the fourth quarter ended January

31, 2026. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to

this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release dated April 14, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

The

information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”

for 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 on Form 8-K and Exhibit 99.1 shall not be deemed incorporated by reference into any filing under

the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant

to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

Mama’s

Creations, Inc.

Date:

April 14, 2026

By:

/s/

Adam L. Michaels

Name:

Adam

L. Michaels

Title:

Chief

Executive Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Mama’s

Creations Reports Fourth Quarter and Fiscal Year 2026 Financial Results

Fourth

Quarter Revenue Grows 61% to $54.0 Million; Net Income Increases 38% to $2.2 Million with Adjusted EBITDA of $5.5 Million; Cash Position

Nearly Triples in Fiscal 2026 to $20.0 Million

EAST

RUTHERFORD, NJ – April 14, 2026 – Mama’s Creations, Inc. (Nasdaq: MAMA), a leading national marketer and

manufacturer of fresh deli prepared foods, has reported its financial results for fourth quarter and fiscal year ended January 31, 2026.

Financial

Summary:

Three Months Ended Jan. 31,

Fiscal Year Ended Jan. 31,

$ in millions

2026

2025

% Increase

2026

2025

% Increase

Revenues

$ 54.0

$ 33.6

61 %

$ 171.7

$ 123.3

39 %

Gross Profit

$ 14.0

$ 9.1

54 %

$ 43.0

$ 30.5

41 %

Operating Expenses

$ 10.9

$ 7.2

51 %

$ 35.9

$ 25.7

40 %

Net Income

$ 2.2

$ 1.6

38 %

$ 5.3

$ 3.7

43 %

Earnings per Share (Diluted)

$ 0.05

$ 0.04

25 %

$ 0.13

$ 0.09

44 %

Adj. EBITDA (non-GAAP)

$ 5.5

$ 3.1

77 %

$ 15.4

$ 10.1

52 %

Fourth

Quarter Fiscal 2026 & Subsequent Operational Highlights:

● Continued

successful integration initiatives at the Company’s Bay Shore, NY facility acquired

from Crown 1 Enterprises, with gross margin improvement on track toward mid-to-high-20% corporate

target, and cross-selling initiatives gaining traction with Crown 1’s premium customer

base.

● Secured

major new tier-1 national retail placements, including expansion at Wal-Mart, new introductions

at Food Lion, confirmed wins at Target, as well as Everyday Item status in Costco’s

Northeast region following a successful Costco National Multi-Vendor Mailer (MVM) with branded

Beef Meatballs.

● Invited

to present at leading investor conferences nationally, including the Craig-Hallum Alpha Select

Conference, Stephens NASH25 Conference, ROTH Deer Valley Event, Oppenheimer Emerging Growth

Conference, and the DA Davidson CEO Forum.

● Cash

and cash equivalents as of January 31, 2026 totaled $20.0 million, as compared to $7.2 million

as of January 31, 2025. The increase was primarily driven by improved profitability, strong

operating cash flow generation, and ongoing working capital optimization.

Management

Commentary

Adam

L. Michaels, Chairman and CEO of Mama’s Creations, said: “Fiscal 2026 was a landmark year for Mama’s Creations. We

delivered 39% revenue growth to $171.7 million, expanded adjusted EBITDA by over 50%, and fundamentally transformed our operating platform

with the acquisition and successful integration of Crown 1’s Bay Shore facility. This reflects the continued strength of our organic

growth engine combined with the accretive contribution of our M&A activities.

“On

the operations front, the Bay Shore integration continues to be a resounding success. In just a few months, we have centralized procurement

across all three facilities, transitioned production to optimize capacity utilization, and begun realizing meaningful cost synergies.

Bay Shore’s gross margin trajectory is on track toward our mid-to-high-20% corporate target, and the facility’s premium customer

base is opening cross-selling opportunities that were previously out of reach. Most importantly, we have grown our family, adding close

to 200 employees that share our values, culture and aspiration to become a $1B one-stop-shop in the deli prepared food category.

“Our

Costco partnership continues to accelerate – evolving from $0.5 million in fiscal 2023 to exceeding $10 million in Q1 of fiscal

2026 alone, culminating in our first National Print MVM and securing everyday item status in the Northeast region. Beyond Costco, additional

placements at Walmart and new wins at Target are driving meaningful scale across all channels.

“Our

4 Cs strategy – Cost, Controls, Culture, and Catapult – is driving growth at 5x the category rate. Product innovation including

our NAE chicken offerings, artisan cut products, and successful panini line, are positioning us to capture share in a large, highly fragmented,

underpenetrated market.

“Looking

ahead, the combination of strong organic growth, expanding and deepening retail distribution, and a well-defined M&A strategy gives

us confidence in our ability to deliver sustained, profitable growth and long-term value for our shareholders,” concluded Michaels.

Fourth

Quarter and Full Year Fiscal 2026 Financial Results

Revenue

for the fourth quarter of fiscal 2026 increased 60.7% to $54.0 million, as compared to $33.6 million in the same year-ago quarter. Revenue

for fiscal year 2026 increased 39.2% to $171.7 million, as compared to $123.3 million in the prior year. The increase was primarily due

to item expansion at existing customers, successful high-ROI promotional activities that accelerated velocities, initial placements at

new customers, and the acquisition of Crown 1.

Gross

profit increased 53.8% to $14.0 million, or 25.9% of total revenues, in the fourth quarter of fiscal 2026, as compared to $9.1 million,

or 27.0% of total revenues, in the same year-ago quarter. Gross profit increased 41.0% to $43.0 million, or 25.1% of total revenues,

in fiscal 2026, as compared to $30.5 million, or 24.8% of total revenues, in the prior year. The fourth quarter gross margin was impacted

by the continued ramp of the Bay Shore facility, while the improvement in full-year gross margin reflects the operational efficiencies,

procurement optimization, and stabilized commodity costs across the platform.

Operating

expenses totaled $10.9 million in the fourth quarter of fiscal 2026, as compared to $7.2 million in the same year-ago quarter. As a percentage

of revenue, operating expenses declined to 20.2% from 21.4% in the prior year quarter. For the full year, operating expenses totaled

$35.9 million, as compared to $25.7 million in the prior year. As a percentage of revenue, operating expenses were 20.9% in fiscal 2026,

as compared to 20.8% in the prior year. The change was partially due to the Bay Shore acquisition, new digital strategies and enhanced

product marketing, new management hires and further technology upgrades to drive actionable insights faster and deeper into the organization.

Net

income for the fourth quarter of fiscal 2026 increased 37.5% to $2.2 million, or $0.05 per diluted share, as compared to net income of

$1.6 million, or $0.04 per diluted share, in the same year-ago quarter. Net income for fiscal 2026 increased 43.2% to $5.3 million, or

$0.13 per diluted share, as compared to net income of $3.7 million, or $0.09 per diluted share, in the prior year. Fourth quarter net

income totaled 4.1% of revenue, as compared to 4.8% in the same year-ago quarter.

Adjusted

EBITDA, a non-GAAP measure, increased 77.4% to $5.5 million for the fourth quarter of fiscal 2026, as compared to $3.1 million in the

same year-ago quarter. Adjusted EBITDA increased 52.5% to $15.4 million in fiscal 2026, as compared to $10.1 million in the prior year.

Cash

and cash equivalents as of January 31, 2026 totaled $20.0 million, as compared to $7.2 million as of January 31, 2025. The significant

increase was primarily driven by improved profitability, strong operating cash flow generation, and ongoing working capital optimization.

As of January 31, 2026, total debt stood at $5.4 million.

Conference

Call

Management

will host an investor conference call at 4:30 p.m. Eastern time today, Tuesday, April 14, 2026 to discuss the Company’s fourth

quarter fiscal 2026 financial results, provide a corporate update, and conclude with Q&A from telephone participants. To participate,

please use the following information:

Q4

FY2026 Earnings Conference Call

Date:

Tuesday, April 14, 2026

Time:

4:30 p.m. Eastern time

U.S.

Dial-in: 1-877-451-6152

International

Dial-in: 1-201-389-0879

Conference

ID: 13759666

Webcast:

MAMA Q4 FY2026 Earnings Conference Call

Please

join at least five minutes before the start of the call to ensure timely participation.

A

playback of the call will be available through Sunday, June 14, 2026. To listen, please call 1-844-512-2921 within the United States

and Canada or 1-412-317-6671 when calling internationally, using replay pin number 13759666. A webcast

replay will also be available using the webcast link above.

About

Mama’s Creations, Inc.

Mama’s

Creations, Inc. (Nasdaq: MAMA) is a leading marketer and manufacturer of fresh deli prepared foods, found in over 12,000 grocery, mass,

club and convenience stores nationally. The Company’s broad product portfolio, born from MamaMancini’s rich history in Italian

foods, now consists of a variety of high quality, fresh, clean and easy to prepare foods to address the needs of both our consumers and

retailers. Our vision is to become a one-stop-shop deli solutions platform, leveraging vertical integration and a diverse family of brands

to offer a wide array of prepared foods to meet the changing demands of the modern consumer. For more information, please visit mamascreations.com.

Use

of Non-GAAP Financial Measures

This

press release includes the following non-GAAP measure – adjusted EBITDA, which is not a measure of financial performance under

GAAP and should not be considered as an alternative to net income as a measure of financial performance. The company believes this non-GAAP

measure, when considered together with the corresponding GAAP measures, provides useful information to investors and management regarding

financial and business trends relating to the company’s results of operations. However, this non-GAAP measure has significant limitations

in that it does not reflect all the costs and other items associated with the operation of the company’s business as determined

in accordance with GAAP. In addition, the company’s non-GAAP measures may be calculated differently and are therefore not comparable

to similar measures by other companies. Therefore, investors should consider non-GAAP measures in addition to, and not as a substitute

for, or superior to, measures of financial performance in accordance with GAAP. For a definition and reconciliation of EBITDA to net

income, its corresponding GAAP measure, please see the reconciliation table shown in this press release below.

US-GAAP

Net Income to Adjusted EBITDA Reconciliation (Unaudited)

(in

thousands)

THREE MONTHS ENDED

Fiscal Year Ended

January 31,

January 31,

2026

2025

2026

2025

Net income available to common stockholders

$ 2,232

$ 1,600

$ 5,286

$ 3,711

Depreciation

1,171

535

3,270

1,592

Amortization

493

286

1800

1571

Taxes

731

287

1,565

995

Interest, net

37

82

224

259

Stock-based compensation

789

298

1,962

1,099

One time charges

70

0

1,314

900

Adjusted EBITDA (Non-GAAP)

$ 5,523

$ 3,088

$ 15,421

$ 10,127

Forward-Looking

Statements

This

press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934. Forward-looking statements include information about management’s view of the Company’s

future expectations, plans and prospects, including future business opportunities or strategies and are generally preceded by words such

as “anticipate,” “believe,” “eventually,” “expect,” “future,” “may,”

“look forward to,” “plan,” “projected,” “should,” “will,” and other words

that convey the uncertainty of future events or outcomes. You are cautioned that such statements are subject to a multitude of known

and unknown risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected

in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking

statements as a result of various factors. Certain of these risk factors and others are included in documents the Company files with

the Securities and Exchange Commission, including but not limited to, the Company’s Annual Report on Form 10-K for the year ended

January 31, 2026, as well as subsequent reports filed with the Securities and Exchange Commission.

The

Company has based these forward-looking statements on its current expectations and assumptions about future events. While management

considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive,

regulatory, and other factors, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond

the Company’s control. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the

date they are made. Except as may be required by applicable law or regulation, the Company does not undertake, and specifically disclaims,

any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Investor

Relations Contact:

Lucas

A. Zimmerman

Managing

Director

MZ

Group - MZ North America

(949)

259-4987

MAMA@mzgroup.us

www.mzgroup.us

Consolidated

Balance Sheets

Mama’s

Creations, Inc.

(In

thousands, except share and per share data)

January 31, 2026

January 31, 2025

Assets:

Current Assets:

Cash and cash equivalents

$ 19,951

$ 7,150

Accounts receivable, net

13,072

8,131

Inventories, net

9,647

4,817

Prepaid expenses and other current assets

2,411

1,779

Total Current Assets

45,081

21,877

Property, plant, and equipment, net

20,108

9,387

Intangible assets, net

3,090

3,436

Goodwill

9,447

8,633

Operating lease right of use assets, net

7,877

3,376

Deferred tax asset

258

Security deposits

95

95

Total Assets

$ 85,698

$ 47,062

Liabilities and Stockholders’ Equity:

Liabilities:

Current Liabilities:

Accounts payable and accrued expenses

$ 17,800

$ 12,052

Term loan, net of debt discount of $216 and $22, respectively

960

1,530

Operating leases liabilities

1,690

848

Finance leases payable

321

345

Promissory notes – related parties

2,250

Total Current Liabilities

20,771

17,025

Term loan – net of current

4,412

1,342

Operating leases liability – net of current

6,204

2,600

Deferred tax liability

813

Finance leases payable – net of current

878

1,199

Total Long-Term Liabilities

12,307

5,141

Total Liabilities

33,078

22,166

Commitments and contingencies (Note 11 and 12)

Stockholders’ Equity:

Series A Preferred stock, $0.00001 par value; 120,000 shares authorized; 23,400 issued as of January 31, 2026 and January 31, 2025, 0 shares outstanding as of January 31, 2026 and January 31, 2025

Series B Preferred stock, $0.00001 par value; 200,000 shares authorized; 0 and 0 shares issued and outstanding as of January 31, 2026 and January 31, 2025

Preferred stock, $0.00001 par value; 19,680,000 shares authorized; 0 and 0 shares issued and outstanding as of January 31, 2026 and January 31, 2025

Common stock, $0.00001 par value; 250,000,000 shares authorized; 40,887,000 and 37,826,000 shares issued as of January 31, 2026 and January 31, 2025, respectively, 40,657,000 and 37,596,000 shares outstanding as of January 31, 2026 and January 31, 2025, respectively

Additional paid-in capital

47,320

24,882

Retained earnings

5,450

164

Less: Treasury stock, 230,000 shares at cost

(150 )

(150 )

Total Stockholders’ Equity

52,620

24,896

Total Liabilities and Stockholders’ Equity

$ 85,698

$ 47,062

Consolidated

Statements of Operations

Mama’s

Creations, Inc.

(in

thousands, except per share data)

For the Fiscal Years Ended January

31,

2026

2025

2024

Net sales

$ 171,714

$ 123,328

$ 103,284

Costs of sales

128,668

92,795

72,951

Gross profit

43,046

30,533

30,333

Operating expenses:

Research and development

288

455

414

Selling, general and administrative

35,646

25,201

21,029

Total operating expenses

35,934

25,656

21,443

Income from operations

7,112

4,877

8,890

Other income (expenses)

Interest expense

(435 )

(477 )

(549 )

Interest income

211

218

Amortization of debt discount

(37 )

(16 )

(22 )

Other income

104

27

Total other expenses

(261 )

(171 )

(544 )

Income before income tax provision and income from equity method investment

6,851

4,706

8,346

Income from equity method investment

223

Income tax provision

(1,565 )

(995 )

(2,008 )

Net income

5,286

3,711

6,561

Less: series B preferred dividends

(49 )

Net income available to common stockholders

5,286

3,711

6,512

Net income per common share

– basic

$ 0.14

$ 0.10

$ 0.18

– diluted

$ 0.13

$ 0.09

$ 0.17

Weighted average common shares outstanding

– basic

38,902,364

37,427,571

36,814,162

– diluted

41,380,364

39,418,571

38,381,407

Consolidated

Statements of Cash Flows

Mama’s

Creations, Inc.

(in

thousands)

For the Fiscal Years Ended January 31,

2026

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 5,286

$ 3,711

$ 6,561

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

Depreciation

3,270

1,592

1,043

Provision for credit losses

90

(140 )

Amortization of debt discount

37

16

22

Change in right of use assets

1,405

(1,585 )

348

Amortization of intangible assets

1,619

1,543

1,080

Stock-based compensation

1,963

1,099

436

Allowance for obsolete inventory

24

63

Change in deferred tax asset

1,071

245

215

Income from equity method investment

(223 )

Changes in operating assets and liabilities:

Accounts receivable

(1,306 )

(272 )

2,392

Inventories

(3,518 )

(1,507 )

263

Prepaid expenses and other current assets

(868 )

(1,341 )

(540 )

Security deposits

(35 )

Accounts payable and accrued expenses

3,609

79

476

Operating lease liability

(1,261 )

1,597

(340 )

Net Cash Provided by Operating Activities

11,421

5,177

11,621

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment

(1,654 )

(5,095 )

(786 )

Cash paid for acquisition of the business of Crown I Enterprises, Inc., net

(17,311 )

Cash paid for acquisition/investment in Chef Inspirational Foods, LLC, net

(646 )

Net Cash Used in Investing Activities

(18,965 )

(5,095 )

(1,432 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from the issuance of common stock

18,927

Net proceeds from notes payable

18,770

Repayments of debt

(16,305 )

(1,662 )

(1,652 )

Repayment of line of credit, net

(890 )

Repayment of term loan - related party

(750 )

(1,950 )

(750 )

Repayment of finance lease obligations

(345 )

(397 )

(272 )

Payment of Series B Preferred dividends

(49 )

Proceeds from exercise of options

48

55

68

Net Cash Provided by (Used in) Financing Activities

20,345

(3,954 )

(3,545 )

Net Increase (Decrease) Increase in Cash

12,801

(3,872 )

6,644

Cash and cash equivalents - Beginning of Period

7,150

11,022

4,378

Cash and cash equivalents - End of Period

$ 19,951

$ 7,150

$ 11,022

SUPPLEMENTARY CASH FLOW INFORMATION:

Cash Paid During the Period for:

Income taxes

$ 1,225

$ 1,477

$ 32

Interest

$ 435

$ 654

$ 634

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Finance lease asset additions

$ —

$ 511

$ 1,270

Related party loan to finance acquisition

$ —

$ —

$ 2,700

Right of use asset recognized

$ 6,357

$ 2,119

$ —

Write-off of right of use asset

$ 451

$ 1,021

$ —

Issuance of stock for director settlement

$ —

$ 450

$ —

Common stock issued for payment of related party debt

$ 1,500

$ —

$ —

Receipt of fixed assets for deposits previously paid

$ —

$ 937

$ —

Settlement of liability in common stock

$ —

$ —

$ 50

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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 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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